Return of SpiderX
by Agent-G
Summary: Here it is the sequel to my story SpiderX, my SpiderMan and XMen Evo crossover continues. Please R&R Jott, PeterRogue, KurtAmanda and more. If you haven't read SpiderX first then do so now.
1. It Begins Again

**Disclaimer:** I don't own Spider-Man, X-Men: Evolution or anything else Marvel. Spyder is an OC I have permission to use by Red Witch. 

**Sorry this took me so long to do people things kept getting in the way so here is it the long awaited sequel to one of my best and apparently loved fics ever Spider-X. If you haven't read the first one do so now, trust me it will be worth it.

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**THE RETURN OF SPIDER-X**

**CHAPTER ONE: IT BEGINS AGAIN**

Rogue was standing in the center of the front entrance to the outside of the mansion; it was dark with little light. She tried walking through the darkness but something sticky got in her way, she grabbed at it and tried to pull it off of her. "God what is this?" She muttered to herself peeling the sticky substance off of her. She suddenly thought she heard a noise and quickly turned around, Rogue really wished she could see what was going on in the dark. She heard the rain outside and tried the light switch but nothing happened.

She grumbled under her breath and was starting to wonder where everyone was? Usually the mansion had its own generator anyway for when the power goes out too. As she tried to adjust to the darkness she thought again she heard something, "Damn it…This is the last tahme ah read one of mah horror book when it storms."

She turned to the stairs and then with a flash of lighting she nearly screamed out in what she saw when the room was lit up. It happened again followed by the boom of thunder and there in the foyer were mostly everyone wrapped up in webbing all of them unmoving and still. They had looked dead, Rogue's heart was racing looking around to see if there was anyone that could help but then there was a thump behind her. Rogue turned around to see a dark shape in the shadows.

As it came closer she saw it was Peter in the organic black and white costume that had taken him over, "Peter? Wh-what's goin' on? What happened?"

"We decided to 'improve' things, they were in the way and needed to be taken care of," He said in a low tone and cupped her face roughly in one hand, "We saved you for last…Such…A pretty thing."

"We?" She asked pulling away and taking a few steps back.

"We've bonded Rogue and now you're all alone…And all OURS!" Peter then lunched at her gripping her throat as they fell to the floor. He looked into her eyes as he looked down at her as the life was being crushed out of her. She tried to fight him but he was too strong, soon her arms started to weaken and her body's thrashing lessened until she was very still.

"NOOOO!" Peter shouted out sitting up in his bed sweat coming down from his face his eyes widened in terror as he looked around. "Oh god not again," He groaned into his hands. It had been nearly three weeks since he got ride of the costume but he still had nightmares of what would happen if he hadn't gotten rid of it. He had been different since that experience, he still felt a lot of guilt about all the stuff that had happened. They all told him that he hadn't been himself and that it was messing with his mind.

But he should have been stronger and tried to fight it more. The worse yet were the things he did, he didn't know what had been the suit…And what had been the suit bringing out from deep inside of him. The ideas that those dark thoughts and emotions were in him was pretty scary. Ever since then he had been a little more reserved and quiet. He had been isolating himself from the others a bit and especially from Rogue. He had hurt her, the girl that meant so mush to him. He felt that he didn't deserve her after what he did.

He laid back down on his bed trying to get back to sleep, normally a little web swinging could cure it but he had only been doing that in the Danger Room. He hadn't even tried to put on his Spider-Man suit since then. He just stared up at the ceiling thinking on all the choices in life that he could have made or didn't make. He wondered if coming here was for the best, sure he helped out Ollie, Jamie, Scott and Rogue with their powers, there was Amanda's dad he saved and a few other things.

But deep down he wondered if what he did made any real difference for the best? Who said that Beast and Forge wouldn't have come up with the power nullifiers? Whose to say that Jean would have eventually dumped that Duncan jerk? Or that Amanda's father would have been okay? Could the girls have handled that Bullseye character on their own? He was starting to doubt his worth here and to be honest he couldn't tell if he was just being stupid or realizing that he wasn't needed here.

As the morning broke Tabitha woke up to the sound of her alarm clock, she moaned and turned over in her sleep. "Will you turn that damn thing off?" Came the annoyed tone of her roommate Wanda. Xavier thought it best that Tabitha and her share a room since the little 'defection' of her, Wanda and Lance. Tabby reached from under her sheets and slapped it, hitting the off button.

Tabby yawed and stretched out, she was contemplating sleeping in but in all honestly last time she had done that Logan had walked in and pulled off her bed sheets and threw her over his shoulder and carried her out. Tabby was tempted to sleep naked from that point on so he wouldn't try that but Wanda said that if she did she'd be sorry. Seeing her naked ass in the morning all the time was not what Wanda wanted to wake up to.

After about five minutes of thinking about it her stomach told her to get up for some food. At least back here they had decent food. She threw off her covers and started to get dressed, she saw Wanda still in bed and threw a pillow at her, "Wake up Wanda, or you'll be late for school." She teased.

"I don't _go_ to school…I'm home schooled…So let me sleep…" She muttered under her covers.

"Fine but you'll miss out on breakfast," Boom-Boom spoke up and all she got was a grunt for an answer. After dressing she walked into the wall with a yawn and nearly run over by a grey blur.

"Watch out! I'm going to be late for breakfast!" Came the replay as Olivia "Ollie" Osnick AKA Spyder ran by her. The young grey skinned, haired and eyed girl was in a hurry, since breakfast was always hectic. She ran on down the hall and then down the stairs, her shouts and the a few of the people she nearly ran down could be heard.

"Must be nice to have all that energy in the morning," Tabby muttered and walked on, wondering if she was too young to start drinking coffee in the morning.

The kitchen and dinning room of course was a mess with many teenagers and adults going about. Ororo was thankful that May was here to help things out in the mornings, it took less time to get the meals done and was a true help around the mansion. Her kind spirit was always a source for comfort to the others and at least now Ororo could take it a bit easier in the mornings. It was also nice to have another female adult around, sure she was older then Ororo but it was nice.

For someone like Lance however it was a wonder the place was still standing, even though he had been here nearly a month it was still hard to get used to all the things. It didn't help matters that he had those training sessions like everyone else, he also still had to wear that New Mutant uniform. He was also on their 'team' although he felt he was just as good to be on the X-Men team, but there was an upside and downside to that. Upside he would be with Kitty, downside is that he would be with Summers there.

Sure over the weeks they had grown a bit more civil with each other but they weren't friends. Personally he didn't want to be friends with him anyway. Although things with him and Kitty were going okay at least, no one gave them any real problems. Just the normal teasing that went on but every couple got that it seemed, but at least they were a bit better about it then the Brotherhood. That was another sore spot for him, ever since that day they all looked at him at school like a traitor and he guessed he couldn't blame them.

"Hey Lance," Tabby said while sitting next to him with a plate of bacon and eggs. She looked at his plate and wrinkled her nose, "What is that you're eating?"

Lance sighed, "Veggie meal, Kitty says I should at least try it out…For her sake just to see what it's like for her ever since I made that joke that eating nothing but leaves can't be healthy. So she called me out on it."

Tabby snorted, "You are so wiped."

"I am not!"

"Lance, no yelling at the table please," May chided him and he nodded to her. Normally he didn't think much of humans but Peter's aunt just had this way to grow on you.

Elsewhere Rogue was digging through her meal, she had been waiting for Peter to join them but again he was late. She was actually starting to really worry about him, lately he seemed to reclusive it wasn't like him at all. He also didn't smile as much and she was certain that a few times he did were forced. Then there was the more personal things, whenever she kissed him he froze up for a sec or whenever she tried to shows sighs of affection he only returned them half as much. In the past he usually had been the one to be in the position she was in. It was thanks to Peter that she could touch and he helped her to break out a bit form her isolationist shell and try to experience the world and others more. But now it seemed he was doing exactly what she had been doing before he came into their lives and it really worried her.

She looked over and saw Jean and Scott eating together being all happy. Scott without his glasses thanks to that modified watch on his wrist, although Scott skin was still a bit pale where his shades had sat for years on his face. He and Jean had pretty much become the 'prefect' couple at the mansion, always together and smiling and holding hands. There was a time she had wished that had been her instead of Jean but Jean could have Scott. She had someone else in her life at least she hoped she still did. She had tried talking to Peter about what was bothering him but he covered it up with a joke or change subjects.

She had talked to a few of the others about this, and they all admitted that something was wrong with Peter. For the first week when he was recovering they all gave him his space since he was still physically week after being separated but also because he seemed to have wanted it. Only a few of them were able to get close to him that first week, herself included. She knew his mood had something to do with what happened to him but he just wouldn't talk about it, not to her not to anyone. She sighed as she dug through her food not really hungry at the moment.

**-Bayville High-**

It was nearing lunch and Peter was in one of his classes, it was the one he shared with Kurt and Amanda. He'd seen that the two of them had since sat next to each other since they started dating and even now it kind of brought a smile to his face. But only a little one, looking at them also brought on other emotions like how much he missed being like that with Rogue. Truth was he missed those days but deep down he was afraid. He was afraid if he got too close he might hurt her again not to mention anyone else. Peter knew it was irrational but that fear inside him was still there, there was a darkness in him he hadn't known about and it scared him like nothing before.

Halfway during the class Kurt took his eye off the board (and his girlfriend) long enough to really look at Peter. Ever since Rogue spoke up about how worried she was they all took it to heart, the last time she had been worried they had nearly lost him to that suit thing. So this time they were watching him and Kurt couldn't help that think Peter was burying himself in work lately, he was always doing homework, helping Wanda with her studies or doing something to busy himself.

"Kurt?" Amanda whispered to him not wanting to draw any attention, "What's wrong?"

Kurt looked at her and she could see it in his eyes that something was wrong. He sighed and tilted his head to Peter. She looked at him, he did seem a bit odd to her lately but she couldn't point it down, "Zhere is somezhing bothering him but Peter von't talk to us about it. I've tried a few times myself but he won't open up."

"Is it about that thing that tried to take him over?" She said in a low tone. Kurt had told her all about it and she even visited Peter while he was resting from after that. Hearing it she had to wonder just how horrible it had to be to have something like that happen to you. It was unimaginable for her, Kurt nodded his head and she gave Peter a worried look. She liked Peter, he was a very nice guy who seemed to have an unfair life at times,

"How bad is it?" Amanda figured that if anyone would know he might, since he knew Peter better then her. In fact they were pretty close friends, she figured it was because they both had had this ability to make others feel better by their antics and liked to make others feel better. She knew it was one of the reasons she liked Kurt so much.

Kurt gave a heavy sigh and ran a holographic hand through his long hair, "I'm not sure…But he's not been himself lately. Ve thought zhat all he needed vas a little space but…It's not working."

Amada saw the worried look on his face and placed a hand gently on his for a brief moment, he looked into her large brown eyes and felt a warmth enter his heart. She was the perfect girlfriend, at least in his eyes. She was smart, funny, loved his sense of humor, she had this warmth about her. Plus most of all she saw past his exterior and saw who he was on the inside. She cared about who he was and not what he was, he knew that girls like this wouldn't come around often and he would cherish his time with Amanda for however long they were together.

After the bell ran Peter gathered his stuff and headed for his locker. "Hey Peter what's up?" Peter turned to see Hobie Brown, an African American teen a year younger then him, "Man why the long face? Ever since you got back from being sick you've been nearly a zombie."

Peter just shrugged, he liked Hobie but how do you say 'Well I nearly got completely taken over by a living costume and now I'm scared of myself' is kind of hard to tell someone. The fact that Hobie had no idea of his more 'unique' life style was another thing, "Yeah sorry man I'm just kind of out of it lately. No worried," Then Peter noticed this black eye Hobie had.

"So…how'd you get the shiner?"

"What? Oh that…uh…You know how bullies get right?" He tried to cover, he hoped Peter bought it but he didn't want to say that he got it while wearing a costume and this guy who was trying to steal a car got a lucky shot in.

For Peter he just assumed that Duncan and his buddies were just up to their old ways again, he still remembered how he and Hobie got into it them earlier. He was sure Duncan still had it out for him for his part in Jean dumping him. "Well just remember what I learned about fighting bullies."

"What's that?"

"Learn to duck and run," Hobie made a snort of laughter at that, "Well see ya, it's lunch and I want to feed the beast that is my stomach." He waved to him and walked away.

Hobie however noticed that even though he smiled Peter's eyes said otherwise as did the way his shoulders were slouching and all. He sighed to himself wondering what was going on with him, for awhile he had been acting like a jerk, then he got sick and now he was all depressed it seemed. He just wished he knew what was going on.

Outside the school a few of the students were eating outside. At one table sat Jean, Scott, Kurt, Amanda and of course Rogue. Kitty and Lance were eating together alone, she was trying to get him to try something and he looked like he didn't want any. A few of the others were around too while the Brotherhood was in one corner and a few like Max and Pietro kept giving glares to either Lance or Tabitha.

Rogue however was looking over at a tree where Peter was sitting all alone. It was odd seeing him there since not too long ago she had been the one there. The others were talking about something but she was too busy being worried. Jean however picked up on it, it was hard for her not to. "Rogue if you're worried so much talk to him," She said gently to her.

Rogue looked at Jean for a moment wondering if she had been projecting or Jean was 'snooping' in her head. Even though she claimed otherwise everyone had the suspicion she did look now and then, hell shy may be 'Miss Perfect' but she was still human. Rogue just sighed realizing that no matter how she knew Jean had a point.

"Ah've tried. Ah mean ah've tried to beh understanding and patient but he just won't open up."

"Well then maybe it's time to try your old more reliable way," Jean grinned at her and Rogue looked at her for a bit confused.

"I think what she means is that usually you're usually a bit more straight forward and to the point," Scott offered her, "If this isn't working then try the direct approach."

Rogue gave it some thought, normally that would have been her way of doing things but she didn't want to push Peter away. But he seemed to be doing that just fine all on his own. Well then she figured to hell with that, if Peter wouldn't open up she would make him. This was driving her nuts with worry and she couldn't take it anymore. Without a word she picked up her try and walked straight to Peter.

The others looked on and it was Amanda that spoke, "You think this will work? That she can get him to open up on what's bugging him?"

"If anyone can she could," Kurt told her.

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**NEXT UP CHAPTER 2: PETER OPENING UP**


	2. Peter Opening Up

TheUnknown325: Actually I was trying to make Peter more brooding then whiny, plus you really didn't see much of how he handled the symbiote after it. I'll try to work in Kain.

The Uncanny R-Man: Yep I tried to put in a few things from the past fic to kind of sum up what happed a little.

Mark C: Yeah I wanted to pick up on the aftermath of that suit for this, and Rogue will be the one who could reach him.

Episodic: Fooled you huh? Good that means I still got it. Yeah there will be many ups and downs in this, and mainly all the good fics are on my C2 or favourites lists.

StoneMan85: Yeah it was a bit depressing but that's Peter's mind set, it will get more uplifting trust me.

Multifan: Actually the title just means that the story is starting up again, you're reading too much into things again. Well he's kind of like that at the start but I don't remember much of the FOX cartoon. Sorry but Tabby and Sam will not be a couple in this. Prowler will show up later you can bet on it.

She-Elf: Yes I do have an idea but sorry that's a secret.

Slickboy444: Yeah I really wanted this to flow as a true sequel to a fic. True the Venom suit did do that to him but I figured he would be the kind of guy that would beat himself up on it. Thankfully if anyone could help him Rogue could.

Aaron: Yeah Peter will recover it just might take a bit of time.

KSimonT-X: Thanks man I appreciate the compliment, and yeah I agree with you with how they named it Venom. Oh trust me I got a lot of of plots to do in this one, and if I can't fit them all in. Well I guess that means I have to make this a trilogy lol.

Doza: Yeah sorry for the wait things just kind of came up. Yep Peter is brooding but thankfully Rogue is going to snap him out of it.

Jenskott: Yeah I got a little writer's block on that fic I'm trying but it's not easy to write that story.

Kaliann: I hope this was worth the wait, yep he does need help facing them and he's about to get it.

Thanks to: Blue-Eyes White Knight, calamite, Akira Stridder, band20, Chaseme720, Dr. Sloth78, Laser Crusader, Mimato-4eva, X-Over, psychobunny410, Son Kenshin, Actiondude, X-Spider, Silver Warrior, Spicy Sweet, Zack Strith, Prometheus

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**THE RETURN OF SPIDER-X**

**CHAPTER 2: PETER OPENING UP**

Peter had finished his meal and was just resting up, he wasn't physically tired just emotionally and mentally tired. He had been trying to hard to just figure things out in his head and to try and get over what had been done to him that he didn't noticed just how tired he got sometimes. All that worry really took a toll on you, especially when you had trouble sleeping at night.

There was a part of him that wanted to tell the others what he was going through but where do you start? Who do you go to? He worried Aunt May enough as it was, and could anyone understand what he went through?

"Peter?" Came the southern voice he knew all so well breaking him out of his thoughts. He looked to see Rogue walking toward him and sitting down next to him. He had to admit she was breathtaking in her own way, so very exotic and unique in more ways then one.

He gave her a small smile as she sat down, "Hey Rogue what's up?"

She looked at him with concern for a moment, "What's goin' on?"

"Huh?"

"Peter, ya'll been withdrawn lately, you rarely hang out with anyone and you seen…Ah don't know scared or somethin' whenever you and me are…well…" She blushed a little, she was still new to the whole romance thing.

"Rogue…I…"

She gently stroked his face, "Please…Talk ta meh. It's about that suit isn't it?"

Peter looked into her eyes and sighed, he couldn't lie to her, not about this. He had done enough as it was he figured, he nodded to her and sat back with a sigh, "I've wanted to talk about it…But it's hard. I mean who do I go to with something like this? Plus I thought I could handle it myself that I would eventually just come out of this," He looked back at her, "Stupid idea huh?"

Rogue smirked, "Ya, you were kind of an idiot there about that."

Peter smirked as well, "Gee thanks."

She moved closer to him, "But you're mah idiot, Peter you should talk about it, ah mean it couldn't have been easy havin' that thang on ya."

Peter shook his head, "You're wrong is was easy, everything was so easy Rogue. It made me feel alive, and in total control of my life and everything around me. It was like a drug, I didn't want to give it up…and now…"

She took his hand in hers, "Go on."

"It's just that I don't know what was the suit and what was me…were all those thoughts mine? Those actions the things I did or…wanted to do." He remembered some of them one of them was on that date with Rogue and him groping her like he had. The thing was if he hadn't have stopped where he had he was scared where it would have led to if he hadn't stopped.

"You know what it's like not knowing your thoughts?"

She nodded her head, "Yeah ah do, ah still have all the memories in mah mind from everyone ah absorb. Sometimes ah get memories or thoughts from them from tahme to tahme…"

"Sorry…I forget about that part of your powers…How do you handle it?" Peter asked her honestly. He forgot just how difficult her powers were, even with the bracelet he had made with Forge allowed her to touch there was only so much it could do. It couldn't help with her mind, although he wished it could.

"With tahme I learn ta deal with it, ah just push them all back." There was a moment of silence between the two of them, "Sometimes I go to tha Professor for help, just to talk. I think you should too, it could help."

Peter though about that for a moment, he really didn't want to hang on to this anymore alone. He hated feeling like this, being like this. "I think you're right."

"Good…Cause ah'm tha one that's supposed to be the dark brooding one in this relationship," She smirked at him.

That actually made Peter smile, "And I thought I was the one that makes the jokes. Guess we're rubbing off on each other."

"Maybe…so come on and join tha others okay? You don't have to talk about it but we're all worried and seein' ya like this is hard on all of us. So what do ya say?"

Peter thought about it, he did miss hanging out with all his friends and all this brooding was just not helping. In fact he was feeling worse and worse about himself. Maybe he should talk to Xavier about this as well. And his Aunt, she always cold make him feel better. Peter was just used to having to deal with everything by himself. Peter nodded his head, he was tired of this, just so tired of it all he needed a way out of this dark pit he dug himself into and the only way seemed to be to let others help him out of it.

"That sounds like a nice way to start but there's one more thing that I think I need to do." He told her.

"What?"

"This," Peter reached over gently and kissed her on the lips. Rogue pressed into it and gave a soft moan feeling the kind of kiss Peter had once given her. He could taste her lips and the slow kiss turned a bit more passionate. 'God how I missed this,' Peter thought to himself, Rogue had a similar train of thought as well. Peter placed a hand on her cheek as they slowly kissed over and over. Too soon for them they pulled away a little both slightly blushing from it, "I think we both needed that."

Rogue could only nod her head and she smiled at him. They got up and took their stuff as then walked hand in hand back to the table. Everyone there had been watching and they were all grins seeing them. Both Peter and Rogue blushed that hey had an 'audience' for that little scene. Peter knew they would get a little ribbing from it but it was worth it.

He knew that he would need time to fully heal over what he went through, but for the first time he felt that he had taken the right first steps.

**-Acolyte Base-**

Magneto looked down into a training area are his new member of his Acolytes, Felecia Hardy AKA The Black Cat. She had been the first test of his new machine that could mutate humans into mutants. He figured the best way to ensure mutants ruled the earth was to make them the dominant species. Some humans would gladly take the chance at the power he offered them. Ms. Hardy had been given enhanced speed, agility, reflexes, strength. It further made her more like her namesake, she was as quick, graceful and powerful like a cat oddly enough.

She was running on several balance beams, a feet no mere human could do, she flipped into the air and landed with perfect poise and grace. She seemed to like her new abilities they suited her it seemed. He saw Gambit watching her with an interests apparently the two had been spending some time together he wasn't sure if that was a good idea or not but as long as they behave themselves he wouldn't be opposed to it.

"You wanted to see me?" A feminine voice said from behind. He turned to see Mystique there, he was still very displeased with her losing his own daughter, Lance and Tabitha.

"Yes, I have been looking over a few details and I've found some new candidates. Two of which will be placed in the Brotherhood to help _your_ losses." He put some stress on it being hers and not his. She hung her head knowing an implied comment about her failures when she heard it. "One of them is Flint Marko, he's serving time at Riker's and I've already sent Sabertooth and Pyro to help with his 'early release' back into the world. He will be one of my new Acolytes after his transformation.

"Then there is Morrie Bench, he's been in and out of juvenile hall, half way homes and is pretty much a lost cause. No known relatives so no one will miss him if he just disappeared, his personality shows he would embrace any powers that I give him. The other is a young Delia Childress or Delilah as she prefers to be called. She was arrested for assault a few times, but given that she's still just under eighteen she's not legally an adult. She'll help to replace your ranks as well."

"Actually Magneto I think I may have a led on another one," She told him, although what she hadn't told him was that she got this information from Destiny, about a young girl named Sandra Deel that was a groupie in a band of some sort. "I want to go an collect her before she leave the city, she moves around a lot and is hard to track down."

"What kind of person is she?"

Mystique didn't honestly know only what Irene had told her but she did know one thing, "She's a runaway and someone who will not be missed."

Magneto nodded to her, if she wanted to try and get back into his good graces then by all means. "Then you may go. But just to let you know…You still have a long way to go with putting your self back into my good graces." She nodded her head and left without a word.

Magneto looked back to the Black Cat training, finding professionals like her were hard but worth it. He could put her to valued use later one, especially with was is to come. He had already learned of that plot with someone named Trask and some type of robot. He would send her to Oscorp to find out more, he learned that Norman Osborn was the man making the machine for Trask and Magneto want all the data he could get for his own plans. Soon, very soon the world was about to be rocked on its axis.

Then there was that Parker boy, why Charles let the boy go out and play 'hero' he wasn't sure of. Perhaps Charles thought that by having one of his children pose as a hero to the masses they would accept mutant better. There was already different ways of thinking on Spider-Man some like Magneto knew would happen condemned him for what he was. Others seem to praise him and others were either didn't know what to think or had their own ideas. Whatever it was Magneto was sure it wouldn't be enough.

Unfortunately given that Mystique couldn't infiltrate the mansion given that Peter somehow could sense her presence he had no way of knowing, also they couldn't use Lance for information from that Shadowcat girl either. Another change was that the plan of Mystique taking over Xavier's form and posing as him could no longer be done. So he had to alter his plans accordingly.

Down in the training area Black Cat just finished up her training, she was amazed at how she felt. She felt strong, powerful and agile. She never felt better then she had today in all honestly. She had been a little skeptic about going through with this all but the powers she got more then made up for anything.

"Dat was good, you really gettin' de hang of dis." Gambit said with a grin looking her over. He had to admit Felecia was the pure definition of sexuality. Long flowing white hair, long legs and a very nice ass. Flat stomach and perfect breasts, she was the perfect image of a human to him, and after going through that machine she had gown an inch and her body was a bit more athletic now which only seemed to enhance her sexuality. She walked and moved with a grace of a cat and that tight black costume of hers hide nothing and only brought out all the curves.

She grinned at him as she walked over to him swaying her hips in a seductive way. She traced a gloved finger over his cheek looking into his black and red eyes, "Well handsome what can I say? We cats always land on our feet."

He took her hand and kissed it, she smiled at him. It had been like this for weeks now the both of them flirting with each other heavily but neither one wanting to commit to any action other then that. It was a game of cat and mouse, they both knew it and they both liked it. It was fun for them and they enjoyed the teasing and flirting. They were a lot alike, both thieves who loved the thrill of the chase and the action with stealing.

Both of them had even planned out a few crimes together just for fun, although on their next time off together they were considering hitting a few of those places. It was just too tempting, and some of these places were so well guarded that neither of them wanted to hit them on their own but with a partner they knew and trusted well that was different.

"So hot stuff…Any word on when we're going back to Bayville?" Felecia purred out to him in a seductive manner.

Remy knew he was being used for information at that point but kept on the mask, the game was still on as far as he was concerned and he enjoyed the attention. She was the only woman on the team after all, "Not sure, why do you want to go back der?"

"Oh…I have an old 'friend' to see…and a score to settle," She grinned at him. Oh yes she did, that score to settle was with that goth girl with the white hair that laid her out flat. She had never been caught before, _never_ until she came along. Well Felicia was going to show her that this new cat had some new claws to use. She smiled at the thought of taking on that girl again only this time with her own powers the playing field would be more even.

The other thing was that Spider-Man, with Magneto's files she had learned the face of that masked man. Peter Parker. He was cute, but why he wasted his time on the X-Men and this vigilante thing she didn't understand, he had so much more potential and she wanted him to see it and join them. Okay so maybe to join her as well. True Gambit was a hottie, but there was just something about Parker. Then again why not double her pleasure? Two good looking men in her life, what was there to complain about that?

Elsewhere in the facility the Russian young man Piotr Rasputin was walking the halls. He never really smiled or anything anymore except for rare occasions, one being the room he was going to at this moment. He didn't want to work for Magneto, but he owed a dept to the man and he had other reasons, reasons why he had to work for the man. He didn't like his view on mutants and humans, he hated the things he was forced to do and if he could he would leave without a second thought.

But he had more then himself to think of, he came to a room with a package under his arm. He pressed the button and walked into a room, there was a small bed, dresser and bathroom. The room was cheerful colors since he painted it himself after all, painting was one of his passions.

Then came an excited squeal as a seven year old blond girl came running up to him in a dress, "_Brother you're back!_" She said in Russian.

"_Yes Little Snowflake, I am and I brought you something too_," He said back in Russian as he gave her the package and she eagerly opened it and smiled sweetly at the stuffed bear inside. She hugged it tightly to her as she thanked him and hugged him.

He hugged her back they were the only family each other had left in the world now. Back in Russia there had been an accident and their parents had been lost. They had no money and no place to go, he tried his best to care for her but she had been sick and he was so scared that she was dying. Then Magneto found them, he offered him a place to stay, medical treatment for his sister and he would earn money to live off of if he worked for him.

What choice did he have really? He had to care for his sister Illyana, she was his world now and he would do anything to protect her. Even sell his soul to the devil himself, and there were times he thought he had done just that too. But seeing her happy and smiling were the only things that got him through the day sometimes.

"_Brother will you read to me tonight_?"

He smiled as he stroked her cheek, "_Of course sister, what story do you want to hear tonight_?"

He knew that she still missed their family, normally it was their mother that did this but he would do it. It was one of the few things that gave him peace in life just reading his little sister bedtime stories. He wished he could take her away from all of this but he needed the money and also he was here in this country illegally. He didn't want to think what would happen if the authorities found out about that, and he got the idea that if he left Magneto before planning for that he would find out.

So now, he just book a story book out and with Illyana on his lap started to read to her. The problems he needed to face would be there in the morning but now he just wanted to read to his little sister.

**NEXT UP CHAPTER 3: MYSTIQUE'S RECRUIT**


	3. Mystique's Recruit

TheUnknown325: I just really like writing Gambit and Black Cat together they just play off of each other so well. I'll think about that but no more Kaine talk for awhile okay? I'm getting sick of it and I may NOT put him in just to spite you if you keep going on and on about it.

The Uncanny R-Man: Well they can get better for their relationship at least. That Sandra girl is Shriek. Glad you liked the Piotr/Illyana one.

Mark C: Only Sandman is an Acolyte in this the others are Brotherhood. You'll see Peter's talk with Xavier soon.

Prometheus: I need to even out the teams the Brotherhood lost three members last time remember? So if the X-Men gain three then the Brotherhood needs three more so I'm not bringing in too many villains I'm just balancing things out.

Episodic: Yeah that is what Gambit/Black Cat are about after all lol. At least at first it will be. Yeah don't worry I don't plan on a major triangle and remember Gambit will be involved too so think of it like a love square. I may do that theme song thing.

Laser Crusader: Very soon Peter needs to heal mentally and emotionally first.

Worker72: No this will be more like when Venom first showed up in the comics.

Sean Malloy-1: I'll have Kurt meet Amanda's parents soon, those two villains will show up later, and lastly I was thinking of Scarlet Spider.

Multifan: I'm in the same mind as those two as to Rogue's looks honestly. That Peter's her idiot was just a joke between two people in love. Nope no relations between the two Markos. Felecia is an Acolyte so it will be some time before those teams see her. There is also something wrong with your e-mail address, nothing I send you gets through so get that looked at.

Slickboy444: Yep it will be a road for recovery given who he is, as for sparks? If they get any more it will be full blown fire lol. You'll see who Mystique's new recruit is.

Aaron: Yep Magneto is growing in forces but they're not the only villains that will show up that's for sure, and you Black Cat will be surprised. I really wanted a good reason for Piotr to do what he does.

Doza: Sorry you felt that way, I really did try but I just couldn't get a decent handle on it. Oh well you can't win them all. Like it said with Magneto turning humans into mutants that just means eventually there will be no humans. So he only 'associates' with them only as much as he can stand. And you're thinking of U-Men. Omegas were those kids at the mansion that rioted.

Jenskott: Yeah that is where I got the idea for Black Cat. Yeah long term for those two I can't either but then neither one is looking for long term, plus I have seen messed up relationships before that are worse. But yeah when those four get together will be something.

Kaliann: Yep Peter will have regular talks with Xavier and stuff later. I think she's just naturally that sexual in nature, one of the reasons I like writing her.

TheFuzzyOne1989: Delilah has super strength I think you're thinking of someone else. Shriek will be with Brotherhood.

And thanks to everyone else, sorry but I got limited space to work with here people. So I can only respond to certain reviews to save space and not have a whole page of responses.

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**AN: Flint Marko (Sandman) will be an Acolyte the others Morrie Bench (Hydro-Man) Sandra Deel (Shriek) will be Brotherhood with Delilah. Venom will show up later. I needed a valid reason for Piotr to work for Magneto but I went a different way this time with his little sister. Also I'm not hooking Shriek and Carnage up.

* * *

****THE RETURN OF SPIDER-X**

**CHAPTER 3: MYSTIQUE'S RECRUIT**

Sandra Deel was a seventeen year old girl that was now on her own. Sometimes she used the alias Frances Louise Barrison but everyone knew her as Sandra. She was a frail looking girl but she hadn't always been that way. Once she had been overweight but that was when she was with her family. Although family is not the term she would use, her mother was ashamed of her and her father was abusive to her. Her live was pretty much a living hell, back then she had no friends, no one cared for her and the beatings and hateful words drove her into depression.

She remembered when she first turned to drugs to help get rid of the pain. That had been three years ago, she started off with pot but then her father had found it. She was put in the hospital from 'falling down the stairs' as the people there were told.

As soon as she had been healed that was it for her, she packed up what clothing she could take, took anything of value in the house and then just ran off without looking back. That had been over a year ago, at the moment she was a groupie for a underground band. She fell into the rock crowd, by then she had thinned out from not being able to afford to eat that much. Sandra found a job with the band though, it wasn't pleasant but it let her earn money to eat. Basically she sold drugs, the band made some money on the side with it and so she sold it during the concerts in the crowd.

But then she had used some of her money on drugs themselves, she of course got the discount prices. She tried cocaine, uppers, ecstasy and also heroine. She used them all to take away the pain of her life to get rid of all the bad memories. Fact was she was still alone in the world.

So here she was in a room in some building, the band was playing downstairs she could hear it and feel the vibrations through the dirty floor. She looked in a cracked mirror and turned away from it, she looked horrible. Her long black hair was a mess there were bags under her eyes and she was slightly too thin. She dressed all in black now. In fact you wouldn't recognize her if you had known her years ago. She knew her life was messed up beyond hope, that was another reason she turned to drugs at least if this stuff killed her she hoped she would die happy.

She was holding a spoon with a lighter in the other hand melting down some heroine to shoot up with. After it was in liquid form she took a needle and with slightly shaky hands she drained it with the needle. Sandra took her belt and tied off her arm. Sandra took the needle in her hand trying to stop the shaking.

"I wouldn't do that, that stuff is poison," Came a female voice and she looked at the doorway and there stood a tall imposing woman in a power suit, glasses and short dark hair. She obviously wasn't here for the music.

"What do you want?" Sandra snapped at her.

The woman walked in with a slight look of pity on her face, "For you actually."

"Y-you a cop?" Her heart stopped for a second wondering if she was going to go to jail now. She wasn't sure she could survive in there.

She smiled at her, "No I'm not. I'm here to offer you a deal of your life."

Sandra gave out a small laugh, "Yeah right, look lady you got nothing I want."

"Actually I do, I can give you a place where you'll be accepted for once," She smiled at Sandra interests seemed to be peeked. "Now then my name is Raven Darkholme but I have another name," Sandra watched wide eyed as the woman turned blue with red hair, yellow eyes and even her clothing turned into this black leather. "You can also call me Mystique."

Sandra looked at her for a moment, "I could have sworn I didn't take any acid today."

"You're not imaging this, I'm here to offer you everything your heart ever wanted, I can even offer you power. Real power, you'll never be weak again." Mystique looked at the young girl as she seemed to be thinking it over. Raven had seen a lot of things but this pathetic little girl was one of the worst. She was just another lost soul that was slowly killing herself from the weight of the world. She was completely alone and no one to turn to. Mystique could empathies with that it had been years before she met Irene her first and only friend.

Mystique took the needle off the floor, "You can be stronger then this! You don't need this crap in you anymore."

"I can't…I tried living without it…It's too hard…" Sandra had tried to go both cold and cool turkey from drugs but she was an addict and she knew it. She knew the signs and she had them.

Mystique placed a hand on the young girl's shoulder, "You have more potential then you know, more strength then you know. I can help you through this, I can bring it out in you and make you into something stronger and better then human just like I am. There is a place for you with us."

Sandra didn't know what to think, she knew she was on her way to either jail or death at this point. Most likely to end up dead from an overdose on something and no one would care. "Why? Why are you doing this?" She asked her.

Mystique's face actually softened a little, "Because I know what it's like to be alone in the world. Because I know what it's like to have no one are for you. I was alone for years before I found someone I could trust and who cared for me."

The girl was quiet for another moment, "What about your family? Your parents?"

"What do you think parents did to me when I suddenly turned blue on them?" Raven asked and Sandra looked into her yellow eyes and for a moment there was an understanding between them. Both had suffered in life, with pain, with loneliness. Raven was sure that if her life was just a bit differently then she could easily had been like this girl. Was this the reason Irene said she had to come here and find her? To find a young girl that reminded her of herself so many years ago before she had found the strength to not be that scared young woman she had been?

Sandra was thinking this over, she still wasn't sure this was all some drug induced illusion. But the truth was she was so empty inside. She had been for years and the only thing in her life had been pain. Now this woman came into her life wanting to take her away from it all, all the drugs, the loneliness and the pain. She never fit in anywhere, he had no home, nerve been apart of anything not even her own family. She looked at the needle in the blue woman's hand, she wanted it so bad she was starting to crave it.

But she craved something more, to get out of this hell of a life. "What will happen to me?"

Raven too a gentle tone with her, "I can promise you this…You're life will be better then this."

Sandra felt herself near tears she wanted that so badly for so long. She wanted out of this existence but if there was any chance to do it then she would take it. It didn't matter what happened, or the consequences of her actions. If she could do what she said then why not? She had nothing to lose and everything to gain. "Alright…You got yourself a deal…"

**-Xavier's Mansion-**

It was after school and Peter stood in front of Xavier's office door. He just stood there for a moment and took a breath before knocking, he heard Xavier say to come in and he walked in feeling a little nervous about all of this but he told Rogue he would try this out. "Hello Professor," Peter said weakly and a bit nervously.

Xavier gave him a warm and assuring smiled as he motioned for a chair, "Please have a seat Peter," he waited until Peter sat down, "So what is it you want to see me about?"

Peter fidgeted in his chair he had no idea where to start. He took a breath to calm himself and looked at the Professor with a serious expression on his face, "Well…I was told that sometimes the others come and talk to you about their problems…"

Xavier nodded his head his attention on Peter as he continued, "Well as you know…I've been having difficulties from that suit thing that happened."

"Yes I had noticed it, I have talked to your Aunt on the subject a few times. She's very worried about you." He told him in a gentle manner and saw Peter hung his head a little he didn't need his telepathy to know he was now feeling guilty about worrying his aunt. He had to wonder how sometimes Peter could handle all the guilt he build up about him.

"Peter you really shouldn't keep all this guilt inside of you it's not healthy especially because many of these things I suspect are not you're fault."

"I know, I know, I keep telling myself that but it never stops." Peter felt slightly frustrated with himself. There were times that he really hated that about him, how he kept on feeling responsible for everything it seems. There were times when it seemed like he was being crushed by the weight on his shoulders.

"Peter trust me…No one blames you for your actions. You were not in control of yourself we all know that."

"Thanks that is good to know…It's just that…"

Xavier went over to the young man and placed a gently hand on his shoulder. He knew that Peter had been through a lot in life, his parents death, being a loner and outsider in his old school with little or no friends except for Harry and MJ, the death of his Uncle. There was so much pain already in the young man it was amazing at times that Peter was as well adjusted as he was.

"Professor…That whole thing…I just feel like I don't know who I am anymore. That whole just really…Mess me up in my head…"

"Tell me Peter what is it?"

Peter sighed he needed to get this off his chest, "It's just that…That thing brought out all this evil in my I didn't know…"

"Peter we all have something inside of us…Even I do," Peter looked at him surprised and Xavier smiled and nodded, "Yes with my powers I had to place in powerful mental shields in my mind so none of my more…Darker urges don't happen. You see with telepaths we need to keep ourselves in check because our powers come from out minds and no one really completely understands the human mind."

"Does the mean Jean has the same thing?" He asked him wondering just how difficult it was to be a telepath.

"To a certain point yes but her telepathy isn't as powerful as mine. I have to keep myself on guard a lot or else I could lose control of my darker nature." Peter suddenly remembered that old film Forbidden Planet when that guy used the machine to increase his mind but made that monster by accident.

"I…Never knew about this." Peter admitted, Xavier was so calm and collect he never would have guessed that he had to stay that way.

"We all have out demons Peter it's how we face them that defines the kind of person we are in life. I can only image what you must be going though Peter but you don't have to be alone in this. I created this place to help young people like yourself and also everyone here helps each other as well."

Peter felt a small smile on his face it did feel good to have people here for you, friends you can talk to and not have to keep secrets from. He never told Harry or MJ about any of this he wasn't sure how they would take it. He hated lying to them when he talked to them but at least here he could be open about himself. For so long he felt alone in the world but coming here he felt like he found a place where he not only fit in but where he might actually belong.

He also felt like an idiot for not taking advantage about all of this. He looked at Xavier feeling a bit better, "Thanks Professor."

Xavier smiled back and nodded, "Is there anything else you need?"

"Yeah…you see…I've been having nightmares…"

**-Later that Day-**

In the den a few of the students were working on homework or just relaxing. Spyder and Jamie were helping each other with their homework on the floor. She liked the fact that Jamie was here to help her she wasn't stupid but it did make it easier plus they seemed to be better in certain areas then the other so it worked out nicely.

Jamie was trying to focus on a math problem but he was having trouble focusing. He didn't know when but lately he was always a bit…Distracted when Spyder was around. She was his best friend but lately he was feeling things differently about her. When she was close he felt his heart rate go up a little and sometimes he just looked at her and couldn't turn away. He looked over to this left and saw her chewing the back of a pencil a strand of her grey hair was in her face and he wanted to reach over and brush it back for some reason.

He didn't dare fist off she might take it the wrong way and secondly…She hits hard for a girl, in fact he was sure she hit harder then some of the boys he knew. So why did he look at her? Why lately had he been distracted by thoughts of her? Did he like her? He froze at that thought, he couldn't like her, she was his best friend and since when had he thought of girls like this?

"Hey Jamie can you help me out here?" Spyder asked him.

"Uh..yeah…sure," He leaned over and looked at the problem it was one of the harder ones but he knew how to solve it. Although being so close to her he tried to focus it didn't help that he could smell her hair or was so close he was nearly touching. He gave a mental groan at this thoughts, he wished he didn't feel this way it was really complicated. Maybe later he would ask one of the older boys what was going on later.

Jean and Scott were in a love seat talking about planning a date for Thursday night since there was a movie both of them wanted to see. Especially for Scott for two reasons first being alone in a dark place with Jean and secondly thanks to Peter's little invention he could finally see a movie in color for once. He still took the time to admire the views around him and all the colors. He and Jean had watched pretty much every sunset since then.

Rogue was on a couch trying to read a book but she had been reading the same page over and over again for the past fifteen minutes. Her thought kept going back to Peter and wondering how it was going with him. She hoped this would help him heal from his experience she hated seeing him like this, but he was a bit better after their talk.

She blushed a bit and hide her face behind her book remembering their kiss. It had been awhile since they kissed like that and she missed it. Of course the others had given them no end of grief, well except Jean and Scott thankfully. At least with those two she knew she could rely on being more mature then the others. Although Evan, Kurt and when Kitty found out she got no end of it, although it had been worth it.

She was so caught up in trying to read she didn't notice someone walking up behind her and when a gently breath of air was felt on her neck she jumped and looked behind her giving a mock glare at who was there, "Peter! Ya scared meh!"

Peter shrugged an gave her this innocent smile, "Sorry couldn't resist."

Her annoyance passed as she got up to him, "So…How did it go?"

"Pretty good…I do feel a bit better thanks for the kick in the head earlier." He told her with a small smile of thanks on his face.

Rogue's face softened a bit, "You're welcome," She was glad that Peter was trying to find some help for overcoming that whole thing with the suit. Plus he looked better too, not totally back to his old self but it did seem like he looked like some of the weight on his shoulders had been dropped.

"So…uh Rogue…you wanna go for a walk or something?" Peter asked a little shyly trying to ignore the looks of the others.

Rogue blushed a bit noticing the looks but then gave them a small glare to tell them to mind their own business. She placed her book on a small table and took his hand, "Ah'd lahke that."

Peter smiled at her as they walked off he had some time to make up for while he was brooding alone. Plus he didn't want to be alone at the moment as well. Rogue was just happy to have Peter back and also to get away from prying eyes. Privacy was hard to come by in this place and she was still a bit uncomfortable in public at times. She just wanted to be alone with Peter and just enjoy it, it had been too long since they just sat together just enjoying each other's company.

Jean watched them go hand in hand and she had to smile at it. She was very happy for those two especially Rogue, ever since she and Peter started dating Rogue had been a bit more open and with the invention of the power nullifiers things just got better it seemed. That nasty business with the suit had strained their relationship but Jean was glad that they were getting things back together.

"What are you thinking about?" Scott asked her. She turned and looked into those beautiful blue eyes of his. She had only seen his eyes once when Magneto had used that machine on Scott but now thanks to the nullifier watch he ware she could look into them. They were the most beautiful blue eyes she had seen, she felt she could just lose herself in them. She smiled and rested her head on his shoulder, feeling the warm comfort she had with Scott, why she never dating him before she never knew.

"I'm…Just happy is all," She told him and he smiled and brushed her long red hair. She loved his touch it was just so gentle and soft. He did little things like that all the time and it made her feel special in a way, why she went out with that jerk Duncan instead she knew she would regret for the rest of her life. Scott had been her best friend for years, and so she guessed she didn't want to ruin their friendship just in case. But now that they had taken the chance she found they still had their friendship and a lot more. Jean was sure that she was falling in love with him and to her it was the most uplifting and greatest thing in her life. And taking the change to be with him like this had been well worth the risk and that was a choice she would never forget.

She still remembered Scott's words to her when her powers had been out of control, how he knew her better then anyone ever will. He was right he did and she knew him just as well.

She looked over at Jamie and Spyder and gave a small smile. She saw how Jamie was sneaking looks at her and it was just so adorable. She was sure that Jamie had his first crush at the moment although Spyder was harder to read without her telepathy but that's something she would never do. But she hoped Jamie wouldn't get crushed from his feelings but then again she and Scott had been friends first and so had Rogue and Peter. So who was to say how things worked out but she did hope for the best.

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**NEXT UP CHAPTER 4: BACK IN THE SWING OF THINGS**

Also I want to ask everyone here to check out a new and interesting fic by a new writer and friend of mine. It's in the Evo section and it's called **Knight's Calling** by **band20**


	4. Back in the Swing of Things

TheUnknown325: Yeah it is a bit ironic, not sure about Luke Cage and Iron Fist I don't know much about them. I'll surprise you on the Carnage thing.

The Uncanny R-Man: Actually Cloak and Dagger won't show up because they were the ones that made Shriek insane and in this fic she's not a psycho like in the comics. I was also thinking of that old X-Men cartoon when Xavier's dark side got loose.

Mark C: Actually Sandra is human with a dormant X-gene. I'm glad you liked the Peter/Xavier part I wanted to show more to Xavier then you'd think. You'll see where Jamie's feelings go eventually.

Episodic: Yeah I wanted to show another side of Mystique in this chapter and will how it started I wanted to end it with the warm and fuzzy stuff.

Laser Crusader: I have been thinking on Spyder's family but haven't decided yet the same for Peter's parents I'm trying to look up some information about that to help me out. As for your last question I have no idea maybe it's from being a fan since childhood.

TheFuzzyOne1989: I'm not sure about Blade I'll have to think on it. My focus can change from now and then, no Amanda is staying human in this I did that in my AGU series anyway.

Sean Malloy-1: What threat? You'll see about Jamie/Spyder later, no they'll need the nullifiers, Piotr and Illyana yes not sure about the other two.

Multifan: Mystique and Sandra will have a special relationship in this fic. He won't get over all his guilt just enough so he's not brooding. Yeah I am making more Jamie/Spyder stuff but I'm just working with what Red Witch wrote for her.

KSimonT-X: Thanks I really tried to being that part of Peter out in this without trying to go overboard. I agree Peter/Rogue are perfect for each other. Yeah that's where I got the idea for that talk with Xavier and his darker nature. Well Venom will use those closest to Peter against him.

Slickboy444: Oh don't worry Sandra will have to battle her cravings first, you'll see more of a close interaction with her and Mystique. Yep Peter is making a road to recovery as well. I knew you'd like the Jott scene, yep I wanted to draw a little parallel there with their relationship and with Peter/Rogue and Jamie/Spyder.

Aaron: I said in the author's note in the last chapter who was on whose team didn't you read it? She's going to the Brotherhood, how many times must I say this?

KaliAnn: I think Peter is just one of those that does do that, not sure why. Yeah I'm building up something between Sandra and Mystique.

StoneMan85: Never heard of Mud-Thing, and that's what I planned with Venom.

Jenskott: It was Sandra NOT Delilah. Everyone seems to have enjoyed the Peter/Professor talk I'm glad I was kind of worried about that one. I'm not surprised you liked the Jott moment.

Spicy Sweet: That wasn't a rule that was a prank started by some moron.

And thanks to everyone else for their reviews as well.

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**THE RETURN OF SPIDER-X**

**CHAPTER 4: BACK IN THE SWING OF THINGS**

Peter was in his Spider-X uniform, basically it was all black with a white spider design on the front and back that had the legs in an X formation. He wore a mask that was an all black version of his Spider-Man one, with X-Men shoulder pads. He wore his improved web-shooters on each wrist as they were large metallic looking on the outside. Like his other suit this one was thin on the palms and bottoms on his feet so his ability to cling to objects wasn't hindered.

He one found out the hard way too much material and it tended interfere sometimes he would actually start to slip or slide down a surface. At the moment he and the other X-Men were on a mission to help save some mutant prisoners being held in some type of secret facility.

They were going for a night rescue as they made a stealthy way inside. He, Kurt, and Rogue with Kitty to help her were taking out the guards as Scott, Jean and Spyke were taking out surveillance. Peter noticed two security guards walking under him and decided to get rid of them.

The two men dressed in dark blue security uniforms with flack vests and helmets with radios attached to the left chest and both carried sub-machine guns. They were just walking a patrol when the one in front heard a strange sound, something that sounded like a 'thwip' or something.

"Hey you hear that?" He asked the guy behind him but he didn't get an answer when he turned around the other guard was gone like he hadn't been there. "What the hell is-hrmff!" His mouth was suddenly covered in a sticky substance and was pulled into the air. He landed on the roof tied up and laying next to the other guard who was similarly incapacitated.

Peter looked down at the two of them, "Now you boys just sit tight while me and my friends go and do our thing."

Peter left the two steaming and struggling guards knowing it will be an hour before the webbing dissolved enough for them to get out. While he was on another rooftop he saw Kitty phase through a wall with Rogue who touched one of the guards taking him out quickly and silently as they pulled him through the wall. Peter smiled at that at least those two he didn't have to worry about.

Meanwhile Jean, Scott and Evan were working their way to the security room. Evan used his bone spikes to knock out the cameras as Jean crushed them or knocked out guards with her powers. They were outside the door to the security room as they needed to take this out fast in case someone set off an alarm and to also find where they were keeping the mutants.

Cyclops looked at the other two and counted down with his fingers then he spun and kicked in the door and crouched. He fired an optic blast at one man, Spyke pinned one to a wall and Jean slammed another against another wall. It was over in seconds but it took them a few minutes to gag and tie them up into a corner.

"Okay anyone see where the mutants are?" Scott asked looking at the monitors.

"Hey I think that's them there," Evan pointed to a view of a warehouse with rows of cages lined up with people inside of them.

Scott looked at the monitor and nodded he then looked at the controls to find out where this was on the facility, "Alright looks like this is on…The North side let's shut down the security here and get the others to form up on that position."

"On it," Jean nodded and closed her eyes and she placed her fingers on her temples. She sent out a message to the others and got a mental response from them all in turn. After they were done the three of them made their way through the area to the Northern part of the facility.

They were up against one of the walls when Scott looked to Jean, "You know where the others are?"

Suddenly there was a 'bamf' and in his usual entrance Kurt appeared, "Hey did I mish anyzhing?"

"No, right on time Kurt," Evan smiled soon after Kitty and Rogue showed up and last to arrive was Peter who landed next to them. "What kept you dude?" Evan asked him when he got there with the rest of them.

"Sorry had to tie up a few 'friends' on the way here, a couple of them were about to walk right to this place I figured I'd head them off and say hi to them," Peter said smirking under his mask. He had to admit it felt good to be back in action again. He hadn't realized how much he actually missed this stuff.

"Good work, we got the security down and now," Scott said as he found a side door to the place. "Kitty, sneak a peak and see if there's an independent alarm on this door and open it up for us."

Shadowcat nodded, "Like sure thing," She jumped through the wall. It was kind of dark inside and a bit creepy. She didn't see anyone around so that was good, sure those hand to hand lessons from Logan were good but if she didn't have to fight by herself then that was good for her. Kitty made her way to the door on her right. There did seem to be an alarm hooked into it so she just phased her hand through it frying it.

She smiled as she unlocked the door and pushed it open. "Good work Shadowcat," Cyclops told her as they walked into. They followed the corridors to the cent of the building and came out into a very large and open area. They quietly moved into the center of the open place it was dark but they could see people in the cages.

They were about to start opening them and then to get the mutants out of here when Peter suddenly tensed up as his spider-sense started going off. "Crap! Guys we got trouble coming!"

Everyone looked around trying to see anything wrong, "Where is it man?" Evan asked spikes growing out of his body ready for a fight.

"All around us!" Then just after Peter said that the lights kicked in and guards started to run in from several doors from both this level and from overhead onto a catwalk. All of them were in dark armor and carried weapons all pointed at the mutants. They were all surrounded and had pointed weapons at them all.

"Oh man we blew it," Kurt said in a depressed voice. Suddenly a klaxon sounded and the world around them shifted as the holograms of the Danger Room turned off leaving them all in the large metallic training room.

Scott looked up to the control room, "Logan how did they know? I thought we took care of everything?"

Logan's voice came over from PA system, "Ya forgot to check for a redundant system, they had a second control room that you missed," Scott and the others mentally kicked themselves for that one, "As for the others Spider, Half-pint and Stripes you all took out too many guards."

"Too many?" Rogue asked him putting her hands on her hips, "What do ya mean by that?"

"Too many guards didn't check in so they upgraded their security percussions went up including more heavily armed guards in key areas."

"Oh," The goth said mainly to herself.

"Okay hit the showers," Logan told them as he watched them move off. Also in the room were Lance and Wanda. Given their age Xavier thought that after some training they could going the X-Men but Logan wanted them to know what exactly the X-Men could be called to do as well. "So you two got any questions?"

"Man I didn't know you could do that," Lance said scratching his head, "I mean when I tried to join up I only did this thing once but nothing like that."

"That's cause you got the regular stuff this is the more advanced training that eventually you all will go through," Logan said crossing his arms. He had been putting up with Lance's distaste for being on the New Mutants long enough so he figured that if he saw what the X-Men could be called upon to do then maybe he'd realize just how serious the training was. So far it looked like it was starting to sink in, Wanda on the other hand didn't seem to care much. She didn't really complain but she was even more withdrawn then Rogue had been when she first showed up.

At least Tabitha was getting her to try and enjoy things. Thinking of Tabitha brought the one thing he had to admit about Lance. He did the right thing in getting her out of there. Hank told him that she had a few bruises and even a couple of what might be slight electrical burns on her arm. Logan was man that had done a lot of things in his life not all of them good but there were lines even he wouldn't cross. If he ever met that Max Dillion kid he'd really show him what pain was.

**-Later-**

Peter was getting out of the shower room and into the change room. He was glad that there was a locker room much like you'd expect at a high school or something near the Danger Room. After those training sessions some of them could get kind of ripe after it. Sure the uniforms seemed to offer nice protection but unlike his other uniform the material of the X-Men ones seemed to keep in all the sweat. Given that he wore a full body one didn't help matters for him either.

While he was getting dressed he saw Scott put on his watch and then take off his visor then he rubbed his eyes, "Any problems with that?" Peter asked the older boy.

"No not really thankfully it hasn't had any glitches so far," Scott looked down at it, although it was a bit odd at times. He still had to wear the visor while going into battle like how Rogue and Jamie took their nullifiers off for that. But for Scott he found it a bit odd going from full color sight to just red, going back and forth sometimes when he turned off his powers the world seemed a bit bright for a few seconds. Hank told him it was normal and it shouldn't get any worse.

Peter nodded, "Yeah well it's simpler design then the holowatch, see Kurt there?" He pointed as Kurt was putting on his clothing, "The hologram has to constantly shift and adjust to whatever he does all the time. Sometimes it just kind of overloads that's why his watch tends to have glitch now and then."

Scott nodded his head seeing where this was going, "And the nullifiers just have to do one task and that's it."

"Exactly, they got the easier job although Forge and I made sure to put in a safety features and a backup just in case. Since the nullifiers take up little less room we were able to fit it in."

"You it's too bad that you're spider-sense didn't go off sooner," Evan spoke up putting on a shirt, "What's up with that? I thought that thing always warns you of danger just in time?"

"Usually it does but then again Evan we weren't in 'danger' until they became hostile towards us. Plus there is a range to it I can't sense something like say an object falling on top of me until it gets close enough to be a threat to me." Although he actually had no idea what the full range was of his spider-sense. It gave him an idea that maybe sometime they could try and test that out.

After a little more time Peter and the rest of them headed out feeling a bit better after cleaned up. Peter couldn't help but smile as he saw Scott and Jean walk off together he had to admit they had become very close lately. Then he saw Rogue walking with Kitty talking about something it seemed. He noticed that she had washed up and didn't have any makeup on for once. Peter looked and had to admit she looked pretty even without it all.

"Ah'm tellin' ya Kitty ah'm not goin' ta do it." She sighed and crossed her arms.

"Oh come on, like why not?" She had been trying to get Rogue to agree to go out on a double date with her and Lance given that she wanted Lance to try and warm up to the others more. Although at least he was good friends with Wanda and Tabitha but other then that he hadn't been opening up to the others more. That and he and Scott kept on butting heads. She honestly didn't know what was wrong with boys at times.

Rogue just rolled her eyes, she wasn't comfortable with the idea of a double date in public just jet and besides if she wanted to go out with Peter she wanted it to be just the two of them, it was hard just finding time to be alone with yourself let alone with someone else in this mansion. She noticed Peter there and he was looking at her strangely.

When she got close enough she arched an eyebrow at him, "What?"

"Huh? Oh sorry it's just that…I've never really seen you without your makeup…you look…really nice."

She blushed a bit at that but stopped at Kitty's giggles. She turned her attention to Peter, "Are ya sayin' ah'm not good lookin' with it all one?"

Peter knew trouble when he stepped into it, "What? No you look good with it too, I mean you always look great this is just…uh…different ya know?"

Rogue smirked evilly at him, "So do ya think that I look better with or without tha makeup?"

"Uh, well you see…" Peter was trying to think fast in how to tell her he liked both but for different reasons. He was also prying for a miracle.

Kurt had been watching the scene and though funny he figured he should get him out of there so he teleported right next to Peter, "Hey man you promised to help me vith my homework remember?"

Peter didn't at first and wondered if he forgot but then noticed the look Kurt was giving him, "Oh right, yeah sorry ladies we got to run." Peter quickly grabbed his arm and they disappeared in smoke.

Rogue had a smile on her face from all of that. She had to admit that Peter looked kind of cute when he was desperately trying to save his own skin. "You were so messing with him weren't you?" Kitty smiled at Rogue's face. The goth just shrugged and Kitty had to laugh, "Rogue that was just so evil, but it was funny. When did you start to get so devious?"

Rogue just shrugged, "Ah think it's best to keep boys on their toes now and then."

"Oh I so totally agree," Kitty laughed again as the two walked on down the halls together, "Well if you won't do it maybe I can like get one of the others or something. But I think I'll skip Jean and Scott last thing I need are those two going at it all night." She sighed to herself. That would be a disaster of a date if that happened and she'd know Jean wouldn't like having it ruined either. Rogue had to admit to herself that would be a disastrous date.

Elsewhere Kurt had teleported Peter to his room and he was never so thankful to have a friend that could teleport before, "Thanks man I owe you one for that."

His blue furred friend smiled back at him and waved it off, "Hey it's nozhing, besides vhat are friends for. But I may call you on zhat favor one day."

Peter smiled at him, "Hey sure thing."

"Good, vell I should get going I actually do got some homevork zhat I need to do," With that Kurt teleported out of there. Peter waved his hand in his face with the smoke, he really wished Kurt would give a signal or at least move a foot away that brimstone smell really was nasty at times. You did get used to it but even at times if you took too deep a breath when he did that you coughed that stuff out of your lungs fast.

But he figured he would wait it out until either Rogue forgot her question or she didn't care. Or at least until he thought of a way to answer her so that she liked it no matter what his shoulders sagged and he let out a large sigh, 'Why do girls have to be so complicated?'

'Oh well there's one more thing I need to get ready for tonight,' He went to his dresser drawer and opened the bottom one. Sitting there was all his Spider-Man gear his costume and a spare was in one side and his equipment was in the other side. 'Guess I put this off long enough.'

He picked out the top costume and set it aside for later that night as well as the web shooters and equipment belt. First through he'd do some homework and then eat dinner. A little relaxing and he also promised Spyder to help her to try and gain better control of her webs. After that he'd change and go out as Spider-Man for the first time since that costume thing.

He had to admit a part of him wanted to put it on again and he knew he had to do this to get back on the horse as it were. He wondered exactly what was going on out there now that he hadn't been doing his hero thing? He had heard of that Prowler guy lately and ever since he came out there were more rumors of others in New York as well. One was some kind of devil or something, there were a pair one a man in a cloak with a beautiful woman, then there was some guy all dressed in white with a cape and cowl.

If he didn't know any better he swore it was like the entire world was going nuts. But then again given his life maybe he was just seeing the world differently, and when he came out showing his powers by saving that girl in a burning building maybe other people just started to take notice of stories like that. For all he knew they had been at this longer then him and he had just been a catalyst for something.

'Man who knew one little even can change everything?' Peter wondered to himself scratching his head but he didn't regret that action and he'd do it in a heart beat again, that little kid was alive today and that's all that really mattered. Not what could come of it, he could deal with that as it came but he had forgotten why he became Spider-Man.

It was to protect people, to protect them from those that would harm them and so they wouldn't have to go through the pain he and his aunt were going through with the death of Ben Parker, the man who had raised him and who he tried to model himself after. No it was time to put aside his personal problems for the time being and focus on his duty to the innocent people of this world to fight evil and protect people from it, to use his powers to help others. Because like his Uncle had said, with great power comes great responsibility.

Well it was time to take responsibility again and put on the mask once more.

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**NEXT UP CHAPTER 5: EVIL ON THE RISE

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**Bonus points who can guess the four people that are in New York that I hinted at. I may or may not use them I'm still thinking on that. Plus PLEASE will you R&R the story of a friend of mine? I asked you all to give "Knight's Calling"****by** **band20 a chance and not ONE person did. So why not? It's a good fic. Please as a favor to me give it a chance, it's in the Evolution section.**


	5. Evil on the Rise

TheUnknown325: I'm keeping Venom to his roots and keeping him an evil villain.

The Uncanny R-Man: Yep the Danger Room is always fun. Well that was Logan talking but yeah Lance/Max fight would be good too. I've always wondered what exactly his limit is for that power, and yeah Kurt did make a nice save. Yep you got them all right.

Mark C: I'm glad that you liked the Danger Room, and yeah that is a good to wonder how much range Peter's spider-sense has, I've always wondered about that. Glad you liked that last bit I tried to get the feel right for that scene.

Spicy Sweet: Thanks for that really, I do my best when writing and to make sure everyone can get a nice picture in their mind. Damn I was looking forward to a long review oh well hopefully next time that won't happen. It's happened to me a few times too.

Episodic: Oh yeah lots of trouble on the way you can bet that as I set up several story plots.

Sean Malloy-1: I rethought that TMNT I'm not going to do it, as for DD and Electra I'm thinking about it but not right now.

Multifan: Don't worry I don't think she will mind Spyder/Jamie. Well I didn't want to come up with a new Spider-X uniform, no I didn't base that simulation from Trask's facility or Area 51. Yeah I figured that was a nice way to explain Kurt's problems with the watch. No Fantastic Four in this fic sorry.

Slickboy444: Yep Peter is finally getting back into his old self. Don't worry Max will get some violence his way eventually. Trust me lost of evil on the rise.

Laser Crusader: I'm not insulted it's just a matter of personal tastes, although I consider Hellfire my crown jewel of my fics, don't get me wrong I love this too. I like getting most of those because I means my work makes others happy, I do get the flame review now and then but that's okay.

Aaron: Well Lance will over time he's still used to thinking of the X-Men as the 'enemy' so it's hard for him to get over that.

KaliAnn: Oh I got plans for Wanda, Tabitha and Lance that I think you'll be surprised by.

Jenskott: Thanks I really tried with the DR scene there, Lance will eventually blend in more. Yeah you'll see Lance and the old gang of his meet later. Yeah I like Rogue with or without the make-up too. Yeah that is true about X-Men writers they're in the Marvel universe so why not show it.

Prometheus: Yeah I thought about that but I like the visor better for Scott and it allows better control of his powers. Not sure if his spider-sense can have improved range only refined I guess.

Scarletdragonyarmouth: Yeah got you with that opening scene didn't I. Don't worry the AGU will return soon.

X-Over: I'm not sure if there will be those types of heroes in Bayville.

Jaguar: I'm not exactly sure how many I can fit in but no Fantastic Four or Avengers, it all depends on how the story turns out.

And thanks to everyone else for their reviews as well.

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**AN: The four heroes were Daredevil, Cloak and Dagger and finally Moon Knight

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****THE RETURN OF SPIDER-X**

**CHAPTER 5: EVIL ON THE RISE**

**-Oscorp, New York-**

Norman Osborn was working late as usual in the New York HQs of this company. His private office was on the top floor along with the boardroom and had a great view of the city. With the Bayville fiasco he had been strained to make up for all the lost people, equipment and research. Thankfully the facility was insured because of all the military projects but that didn't mean he was out o the woods. The VENOM Project was a complete and utter write off now. All the data gone the man that crated it dead and the only sample missing. The genetic programs were set back as well but he had backup plans for that.

Thanks to Trask and his information on mutants he may have the key to a new field of bio weapons. Making people themselves into living weapons of destruction. He would soon have that as Trask was preparing to expose these mutants to the world but Norman already had a lead in the competition with the knowledge Trask had given him so far.

He knew that since the Second World War, the military had been trying to remake the legendary super soldier program a success to strike gold once more like they had with Captain America. Well Norman knew that if he could gain enough genetic sampling he was sure he could come up with a way to infuse this x-gene into other humans making them super human. The military would love this since the formula that Stromm had created before he had the man fired and jailed for embezzlement, his formula was still unstable in the test animals. So this would have to do.

Plus there were still other things, such as Doctor Octavius was still in a coma from his accident and they still couldn't get those arms off him. The harness had been fused to his body and the doctors were having difficulty in finding tools that would cut through the metal. Apparently the good Doctor had made that device too well it was a shame that harness had some interesting uses. So far they had cleaned him up but there was damage to his eyes and slight brain damage as well, they weren't sure if he would wake up anytime soon.

"Mr. Osborn you have a call on line two," His secretary told him through the voice box on his desk. "It's Mr. Fisk."

Norman sighed many thought of him as just a major business man and philanthropist but he knew what he really was, too bad that it was too late when he realized that Wilson Fisk was actually the legendary Kingpin of Crime. It was a name that was only whispered in the shadows and who most of the criminal world didn't know who he actually was except for those who were major players.

Norman hit the speaker on the phone line, "Hello Fisk what can I do for you?"

Fisk's deep voice was heard from the phone, "As you know I am engaged in a few little skirmishes over the city and I've had enough of this, I want those weapons you promised me soon."

Norman tried not to sigh. He had been contracted by Fisk to give him new weapons to help him thankfully he was paying him well at least and he found a use for those weapons that the military had passed over. "You do know you need an individual that can actually handle that glider."

"Yes I believe that I have found a suitable candidate for it, how long will it take for you to send me the equipment?" Fisk asked over the phone. He very much wanted to get this little turf war over and done with as soon as possible and this would give him a much needed edge.

Norman thought about it, "I'll have to pack it up myself and so it should take two or three days top for it all to arrive to you."

"Very well that will be fine, I'll wire you the money for the equipment." With that the line went dead and now Norman sighed as he leaned back in his chair. Now he would have to waste time packing all that equipment up because he didn't trust anyone with it. He got up and told his secretary that he was going out for a bit.

He rode the elevator to the sub basement and stepped out into underground security facility. The men guarding the place knew not to question him, he just put his security card into the slots and walked on to the more secure areas. These levels only a few of the more trust worthy of his employees could work with projects that were very sensitive and some could be considered illegal but when in business you have to know that some rules have to be bent or broken to get to the top.

He finally came to a large steel door and put in his key card only he had the key to this storage area. As the doors opened he walked in to see a row of costumes. They were all the same, brown gloves, with a vest, a dull grey shirt under it that was actually an experiment thing and light weight body armor. There was also a hood and cape as well as a gruesome looking light brown mask. In the corner were a few of what were called Goblin Gliders, and there were other weapons lined the walls. Also there were razor sharp bat-like throwing weapons as well as small pumpkin bombs as well as other weapons.

This was all part of the modified equipment that had been passed over, Fisk wanted something that would strike terror and fear into others so Norman had thought about it. He looked at a few possibilities and he come up with a persona for the new weapons and equipment. He called this the Hobgoblin arsenal. He looked at the grinning mask that would be worn by whoever Fisk picked to be this 'Hobgoblin' and even he had to admit the mask would give a fright to those that saw it for the first time.

'Well this is what he wanted so I hope he's happy with this," Norman thought to himself as he started to pack up one of the suits for Fisk. Even though he was being paid well enough for this equipment he really wished there was some way to get out from under the thumb of that man. Because even though he was being paid there was really no choice in doing this. You either did what you were told or one night you went to bed and the police would be standing over your corpse the next morning.

**-Magneto's Base-**

Magneto was watching as the new recruits were gathered in front of him by Sabertooth and his other Acolytes. They were in the large metallic chamber where in the center was his new machine that would mutate any human into a mutant. Although they may not be X-gene mutants this was better then human at least and soon he would have a loyal army of followers that would help him to place mutants as the dominant species of this world.

The crystals however that he was using he found had limitations, one being that unlike the one he had in Asteroid M, the ones he had gathered were showing sighs of flaws forming in them. At best he guessed that these crystals would have limited use before they shattered. He was working on a device to use one whole crystal in one powerful burst of mutagenic energy wave that could blanket a good sized city and turn its inhabitants into mutants. A city full of his kind would be created and then it would be a safe haven for all of those in the world who would be persecuted for being mutants.

He doubted that the Government would do something like bomb one of their own cities, even if the entire population was nothing but mutants.

He took a closer look at the three before him. First there was Flint Marko, he was in his mid 20's with short brown hair and a very large physic. He had just been taken out of Riker's Island maximum security prison of New York City for various crimes including theft, breaking and entering, assault, resisting arrest and a few other crimes.

Next to him stood an eighteen year old young woman with a slim build with blue eyes and her short black hair was put into a long ponytail in the back. She liked to be called Delilah and she was basically a very troubled young woman. She had been running with gangs and been put into more half-way homes then most girls her age. Although she was also a fighter in fact she had even been arrested once at an illegal underground fighting club. She had taken down three SWAT officers before they managed to subdue her. She had a natural talent for fighting and that was what got his attention from her.

Lastly was a seventeen year old boy named Morrie Bench. He was fairly large for his age looking like a football player or jock in this black T-shirt that showed that despite his age he was very strong. He wore his light brown hair in a mullet of all things. He was another teen that no one would miss at all. Just another person who social services never found a decent place for. He was also a trouble maker and had been part of a street gang in New York. He had been picked because of his ruthless behavior to others, and he like the others they were all survivors.

They all looked around the place looking at all the equipment and wondering why they were there. All they knew was that they were going to be given a chance to improve their lives. "Okay will you let us in on the grand plan already and why we're here, what the hell is that thing, and why does that freak look like a reject from the Island of Dr. Moreau?" Morrie asked jerking his thumb at Sabertooth who gave loud growl at the kid.

Magneto floated over to them, they all had seen the Acolytes use their powers at least once when they had been recruited and it was still surprising to them to see someone display powers like this. "I am here to offer you something I think you all will enjoy. Power. This device behind me once calibrated to your bodies will change you in ways you will not be able to comprehend. You will gain abilities and powers that are beyond humanity. In fact you will evolve to a level beyond human."

Marko rubbed his chin liking this idea, "So what's the catch? Cause there's a lot I could do with powers, hell I might never have been caught if I had some."

Magneto figured that the actual criminal of the bunch would be interesting in using his powers for crime. He would have to make a decent offer of money for him to stay like the others. In fact only Pyro and Sabertooth were the only cheap ones working for him and he wished he could get more loyal followers. How Xavier was able to pull it off he never knew, "I will be in need of your services."

"So we work for you?" Delilah smiled at him in a sultry way, she liked men with power and strength to use it. She was very intrigued by all of this.

"Yes, I have a group in Bayville that needs to have their ranks replenished as well as my own here." He then went into the basics of what he was doing and what the two teenagers will be required to do when they arrived in Bayville that is if they agreed. He also told them that this was a one time offer and if they didn't say yes to him he would have his resident telepath Mastermind wipe their memories and put them right back where they were.

That left the three of them in silence as he had his Acolytes lead them to a place to rest and think of his offer. He knew that mot if not all of them would agree to his terms. Their lives were much to talk about and what he offered them was something far greater then they could ever hope to have.

But now he had to look in on Mystique and the young girl she had brought with her. He hadn't seen much hope for that one, she was pale looking, frail and looked like crap. Why she wanted her he couldn't begin to fathom, he didn't consider her worth his time and if this was the best that she could get then maybe it was time he rethought his choice in having her work for him.

He found her walking to the girl's room, "Mystique why did you bring that child here? She's weak and I'm not even sure her body can handle the transformation."

"She has potential trust me on this, she just need to gain her strength," Mystique said defiantly to him. She had a feeling that Sandra would be worthy after she went through the machine, Destiny was hardly ever wrong. But she couldn't tell him that, Irene was one of the few secrets she kept from him given that if he knew she had something she knew that could see the future he would want her and that was something Mystique couldn't allow. "Just give her a chance, you know that once she's ready the process could take away most of the damage done to her body."

Magneto regarded her coldly as he considered all of this. Mystique had been right when she had found Max Dillion his powers were immense and so far she was one of the few faithful members he had. But lately she hadn't been doing too well. Under her they had lost Lance, Tabitha and even his own daughter. Although Tabitha hadn't been one to believe in his own plans and his daughter was still after him for revenge but still they were still losses.

"You are already on thin ice Mystique and you had better be right about this." He told her as he left, she knew that if she was wrong about this then she would face his wrath. But Mystique had faith in Irene and besides Sandra was a girl in pain and suffering who was all alone in the world with no one. She knew what that was like and unlike her, Mystique wanted to be there for her since she never had that.

She opened the door and saw that the lights were dimmed and Sandra was on a bed shaking. "Sandra?" The shape shifter asked as she walked into the room. She only heard a moan as she walked over and saw that the withdraw symptoms were pretty bad at the moment, she was shaking a lot and covered in sweat.

"Help…please…make it stop…" She whimpered out and Mystique went to the girl and stroked her hair.

"It's okay, you'll be able to get through the worst of this child," She softly said to her.

"I can't…it's too hard…it hurts too much…" She started to cry from how her body was crying out for the drugs it craved. Mystique held the girl close to her and felt her weak arms wrap around her. It felt strange to try and comfort this girl but it also felt good. She had never been able to hold her own children like this, it was one of the few things she regretted about staying out of their lives. She always missed out on being a mother not once but twice and she was never able to do anything like this. She was starting to wonder if part of the reason she took Sandra in was some type of maternal instincts.

Sandra felt the woman holding her and she felt better, she didn't want to be alone anymore and this woman had taken her out of the hellhole of a life she had been living and had never left her side for long since she was battling this. She owed her so much and she never had anyone in her life that actually cared for her. She could feel it in her voice and in her touch and in this embrace. She felt for the first time loved, even in a small way it was nice to feel that and it somehow gave her a bit of strength.

Mystique held Sandra close until the crying stopped then she didn't know why but she started to hum a tune that she had sung to Rogue when she was little to get her to sleep those few nights when she had taken her in with Irene. She had done this alone in her room when she was pregnant with Kurt as well and for a minute for the first time in years she felt like a mother again and it wasn't that bad a feeling for her.

Sandra fell asleep and Mystique laid her down and moved some of her wet hair away from her face. She felt sorry for this girl and she also felt like she was just starting to care for this young woman. There was just this helplessness about her and for the first time she felt a connection to someone. She had such a void in her life for years but strangely she was wondering if this girl could help her fill that. Maybe even she could fill the void in her life but those were thoughts for another time. She gently caressed her face and she knew that she would find the strength to overcome this she just knew it.

**-Elsewhere-**

In a darkened apartment building the only sound was the grunting of effort of a man on a workout bench as he was pumping weights. He was bench pressing a large amount of weight for a man but he was a very large one at that, looking like he was a body builder. He was working with a clear focus as he lifted the bar one last time and let it rest. "It's not good enough," He said looking at his body, true he was more fit then ever but he wanted to be stronger he needed to be stronger to face his enemy again.

He got up and walked through the messy apartment and looked at the papers he had gathered. On a table with a mess of take out food containers that he still hadn't clean up he looked at the articles. Normally he only looked for one particular content. But the title of 'Serial Killer Strikes Again' caught his attention. He had heard of this, looks like this killer had just ranked up eight confirmed kills so far.

Well he didn't care about that, some crazy psychopath was out there cutting people up wasn't his business, his business was only one thing.

Revenge.

That was the only driving force he had left in him, the need to pay back that person that had caused him so much pain. Then he found what he was looking for, he cut out the two new ones and walked over to a wall by his workout equipment. On it were dozens of articles that he had collected all of them showing the same thing over and over again, pictures and articles of Spider-Man.

"You can't hide, you can't run and you will suffer before you die wall-crawler." The deep voice man said with pure hatred and venom in his words as a fist slammed into one picture of Spider-Man.

**NEXT UP CHAPTER 6: CONFRONTATIONS**


	6. Confrontations

TheUnknown325: Yep had to set some of this stuff up and nice guess on the two I hinted at, at the end there.

The Uncanny R-Man: Nope sorry not Punisher. Yeah that's what I'm thinking for Mystique and Sandra.

band20: Well the military would have action but nothing major I mean blowing up a perfectly good city isn't good thing to do.

Mark C: Yeah I borrowed that thing with Norman making Goblin weapons for Kingpin from the cartoon. I really like writing Mystique and Sandra together and you'll see more of those two.

Spicy Sweet: Well I do get longer but it's good lol. Well I have had other chapters I think with more but I had a lot to set up.

Sean Malloy-1: I don't have the time, look up Delilah up at web site if you want to know about her. Mainly comic book DD.

Multifan: I'm not too sure about Harry we'll see how the story goes, I don't think I'll have Captain America in this one yet I haven't planned for him at this moment. Delilah was a great fighter in the comics and I wanted to show that with her, Sandra will be loyal to Mystique and the others not so much but they won't leave. Also that was another Spider-Man villain but you'll see who later.

Slickboy444: Yeah his Acolytes in the show were just four people, not much of a team if you ask me so I pumped them up with Black Cat and Sandman. You'll see later on how Sandra and Mystique help each other with the voids in their lives.

KSimonT-X: I'm glad you feel this is a great fic it's hard to try and out do the original. Trust me Venom will know how to hurt Peter the most and you got it who that killer in the paper was.

X-Over: It's just Hobgoblin that Fisk is getting. There will be a bit of tension with the Brotherhood. Piotr keeps Illyana away from the others for her safety.

Laser Crusader: OH trust me I got a lot more planned but those are some of the major events.

Jenskott: Nope he doesn't know about Weapon X but if he did I doubt that would stop him. Yeah but the Hobgoblin came first I think, at least in that cartoon that's how it happened. I'm going with Jason Macendale just to keep it simple. You know I was thinking of adding more mutants she might be a good idea, I'll think on it.

Episodic: Naw I want to drag this out so one at a time for the villains.

Sparky Genocide: No you're not correct only Sandman and Black Cat are Acolytes alone with the rest that were in the show the others are Brotherhood. Why you're confused about this I stated very clearly in an Author's Notes. Norman just sees mutants as a way to increase profits.

And thanks to everyone else for their reviews as well.

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**THE RETURN OF SPIDER-X**

**CHAPTER 6: CONFRONTATIONS**

**-Bayville High-**

Lance was waiting for the break between classes at the moment in his Math class, he wasn't really paying attention though. He had been thinking long and hard about something and it was time to do it. He had kind of been avoiding his old friends in the Brotherhood just to let them cool down. He had a good idea of what they thought of him but he needed to at least try to talk to them. When the bell sounded he was just out the door when a hand grabbed his arm.

"Hey Lance where are you off too?" Tabitha smiled at him she had the same class as him and when she saw him leaving in a different direction that he normally took then she took it something was up.

"I'm just…Going to see Kitty," He said to her trying to think of something and that sound like a good idea.

"Uh huh," She crossed her arms a bit, "Lance let me let you in on something, when you lie you shift a bit and you move your eyes from left to right."

"What! I do not!"

She smirked at him, "Remember those poker nights? How else do you think I bet you all, I learned all your tells by the end of the first night." Lance's jaw hung open for a second, he just figured that she was lucky or something. Pietro said that she was cheating but that was just Pietro being himself. "So fess up."

He sighed knowing Tabitha should would either keep hounding him or just follow him, "Look I'm just going to talk to the guys…Without Max around hopefully." Tabitha's good mood feel like a ton of bricks at the name of Max. She already had enough to deal with like how her father had hit her now she still had a nightmare or two now and then of Max as well. She rubbed a spot on her arm where he had burned her slightly with his powers when he gripped her.

She had been avoiding him all the time, whenever he was around she tried to sneak away or stay with the others. She never wanted to be alone with him again and she knew that by now his anger had turned into hatred. She knew what he was capable of or at least guessed it and she wanted to stay as far away from him as possible.

Lance saw her mood change and nodded, "Yeah now you see why I want to go alone, if Max is there and sees you…well…"

She nodded her head, "Yeah thanks Lance and good luck with them, I know that they're most likely still sore about this but you know what's it's like being on that side." He did know, in the Brotherhood you only counted on the Brotherhood and no one else. The 'X-geeks' were the enemies and so was all of humanity. Although lately his perception of things were changing at least a little, the X-Men weren't all bad and May Parker was nice for a human.

He was lucky to find them just hanging out in the halls and Max was nowhere in sight thankfully. Pietro was the first to notice him, "Well look who it is the turncoat. Well you lasted longer then last time you left us so what? Last time you came back you were a spy or something for Xavier?"

"Yeah right Pietro man you're paranoid," He snapped back at him, "Guys look…You know I had to get Tabitha out of there and she wasn't going to go without her friend Wanda and I had to help them."

"Man you are messed up yo," Todd said a bit bitter about the whole thing, "Wanda was like the only cutie there and you just had to mess it up." Pietro rolled his eyes from what Todd said everyone knew of his crush on his sister.

"Yeah well Wanda belonged with us, hell she's my sister and we were finally starting to at least get back our relationship, thanks for that Lance!" Pietro glared at him, to him Lance stole what was most likely the only chance he had to get back his relationship with his sister.

"What? Like lying to her all the time was better?" He questioned the white haired speeder, "You know that eventually she would have found out and then what?"

"Well…Maybe by the time she had she would have been more calm by then," He struggled to find something that sounded like a good counter point to that.

Lance sighed and tried another approach, "Look guys I had to do what I had to, I mean it was bad enough with Wanda but you know that Max is a jerk and that he shouldn't have been hurting Tabitha like that."

"Yeah well okay I'll give you that," Todd admitted. They all knew now that Max had a chip on his shoulder and all that power had gone to his head. He was like Pietro but only a bit more nastier then he was.

"Yeah well she should have just came to us or just left him or something," Fred spoke up, "I mean she started something with him so she should have just ended it or something."

'So says the guy that kidnapped Jean for a 'date' together,' Lance thought, "Guys I'm just trying to tell you what happened, we don't have to be enemies you know."

"Lance you're an X-geek now, you know what we said you're either Brotherhood or not," Pietro and the others started to move off, "And you're not."

They left Lance there a fist clenched feeling like he wanted to punch one of the lockers. He also had to keep a lid on his powers because he was close to shaking up the ground. He wanted to badly to smooth things over with them, they may had been misfits but they had been the first real friends Lance had had in his life. He really wished things could go back to the good old days but it looked like that was something that wasn't going to happen. He knew he couldn't join back with them, not after this. But there was one nagging thing in the back of his mind. He knew that if Max had been here things would have been harder but he was also wondering just where the hell was he?

Elsewhere Tabitha was at her locker just putting away her stuff. She was hoping that Lance would be okay, but she really didn't want to get close to Max just in case. She owed Lance a lot for staying with her and helping her get away from Max. She just couldn't believe how much he had changed or maybe it was just her perception of him that changed as she got to know him. At first she thought he was just some cute guy that knew what it was like living with an asshole of a father that part had been true.

But there was this darkness in him that she saw and the more she tried to get away the tighter his grip on her was and the less patience he started to have with her as well. She was glad to be back in the mansion and Xavier himself had been taking the time to talk to her for that first week. He didn't have that whole thing with her leaving against her once and he just talked, with that kind and compassionate tone of his.

She stopped doing what she was doing in her locker as she felt her eyes mist up a bit. Xavier had always treated her better then anyone ever had. That's why it had been so hard to leave him, she had been ashamed and didn't want to face him. He took her in, got her away from her abusive father and gave her a great home and friends. She screwed up and so she left but he welcomed her back with open arms. She rested her head against her locked and shut her eyes, she never had that in her life and it was so nice to have a actual life for once like she actually had a future.

Sure she put on the act of the 'wild party girl' but deep inside she wasn't like that, not all the time. "Well if I didn't know any better I'd swear you have been avoiding me," Said a cold voice that gripped her heart. She gasped and turned around to face Max there she tried to move but he slammed a hand next to her and her other way was blocked by her open locker. She looked into his cold blue eyes.

"What do you want Max?" She tried to keep the fear out of her voice. She was so tempted to threw a bomb at him but she couldn't but at least she hoped he wouldn't also use his powers as well.

"What do you think? You made a fool out of me Tabitha and I don't like being made a fool out of," Max's jaw clenched all his life he was looked down on and made a fool and there was no way this blond bimbo was going to get away with it. He already had enough as it was with the X-Men, and that Parker guy.

He saw the fear in her eyes and he liked that look in them, he was about to reach her when someone grabbed his hand. He turned swiftly to see who was stupid enough to try and saw it was Parker himself.

Peter had just been on his way to meet a few of the others for one of the classes when he walked by and his spider-sense went off. He saw Max with Tabitha and knew that wasn't good at all. He quickly made his way to her and when he saw Max going to a grab he had to stop him, Max's powers could be used as he touched her and he wouldn't let him hurt Tabitha anymore then he already had.

"I think the lady wants to leave now Dillion," Peter said evenly to him. With Max's attention on Peter Tabitha managed to slip out and move behind Peter, she had never been so glad to have him show up.

"Stay out of this Parker, this is just between her and me." He told him as he wrenched his arm free of Peter's grip, "But you and me still have unfinished business but I can wait for that."

"Oh trust me Max I would love to kick your butt all over this place," It was one of the few times Peter would actually enjoy it. He only fought when he had to but Max was just begging for someone to kick his ass with his attitude and with what he did to others.

"I don't need powers to take care of you Parker," Max was about to throw a punch which Peter was ready for when a teacher saw this and called out to them.

"Is there a problem here?" The teacher asked.

"No, Max here was just leaving weren't you?" Peter smiled at him. Max glared back but decided that getting expelled wouldn't be a smart move at all. So he reluctantly moved on the teacher seeing that there wouldn't be anymore problems left as well leaving Peter and Tabitha alone. Tabitha let out a breath she hadn't known she had been holding until that moment as she felt her legs a bit shaky.

Peter saw this and steadied her, "Hey you okay?"

"Yeah sorry, god I feel like a wimp now…I should have just decked him when I had the chance." She didn't know why she didn't to be honest with her. Normally she wouldn't take that kind of crap but why was it with men like Max and her father she just couldn't?

"You want some help?" Peter offered her and Tabitha gave a warm smile. Peter always was the kind of guy to help others. She was beginning to see what Rogue saw in him given what she just went through with Max maybe it was time to find the nice guy for once.

"Thanks Peter I'm fine…And thanks for showing up."

Peter gave her a warm smile to her and nodded his head, he knew what it was like trying to get back onto your own two feet.

While this was going on Scott was talking to his long time friend Paul a blond boy he had met years back and the two had become good friends although Scott had never told him anything about mutants. It was what he hated the most about this secret all the lies. There had been so many times he just wanted to tell him but he could never do that. He just tried not to think about it when he was with his friend.

"So Scott what's it like _finally_ being with the girl you've had a crush on for like the past few years?" Paul asked him with a grin on his face. He had known that Scott had a thing for Jean for a very long time. Anyone could see it, and he had been happy for him when they had shown up at the dance together.

"It's great honestly," Scott smiled at the thought of Jean. He wasn't wearing his shades at the moment thanks to the watch he just told people that he had some experimental laser eye surgery done over the weekend to help him see better. It was surprising how many people just accepted that without question.

"Man it's about time too, although I hear Duncan had been steaming about that though," Paul commented on the football player's slightly nastier attitude lately.

Scott just shrugged he didn't personally care about Duncan anymore, "Yeah well that's his problem if he didn't see a good thing when he had it and didn't appreciate it."

"Definitely dude," Paul agreed, "You know did you hear?"

"Hear what?"

"That Spider-Man guy was seen again last night. Man I thought he had vanished or something last night." Scott didn't know what to say to that by now everyone knew of Peter's reasons for why he did what he did. To be fair he couldn't fault him, Scott still felt like if he had done something better or had been stronger or something that he could have saved his parents and his family wouldn't have been torn apart like Peter's.

"So uh…What do you think of that guy?" Scott asked him, he wanted to see his reaction to Spider-Man and maybe even get some insight on how he would feel about mutants if the world ever found out.

Paul thought about it, "Well at first it was kind of freaky seeing him do all that stuff on the news, you know when he saved that little kid from the fire? I mean there's no way he's human with how he jumped and moved and stuff…But you know what? I saw the face of that mother holding her kid and after a bit like that news interviews with the people he's saved he can't be all that bad."

"He's done a lot of good in this area I mean he's been seen in Bayville and New York and…I don't know it's just nice to know that there's someone out there looking out for people I guess."

"So you're for him?" Scott was starting to think of something. So far Amanda knew about them, then Doctor Connors and his family so if they could trust them maybe he could ask the Professor to ask if they could let Paul in on it. But he wanted to be sure first, "You know what if you're right and he's not totally human?"

Paul was a silent a moment, "Well…I don't know but I do know that whatever he is that guy has to be human where it counts to use his powers like that."

Not too far away heading towards the boys Taryn Fujioka and Jean were talking with each other, both had known each other for years and had been good friends although like with Paul, Jean hated lying to her all the time. She was a good friend and she was tempted at times to look in her head and see if she could handle mutants but she didn't want to enter the mind of a friend on purpose.

"You know Jean you're lucky, I mean Scott seems to make you happier then you were with Duncan," She had noticed it, before the happiness Jean showed seemed forced to her but now she wasn't forcing it, "Plus he's a total babe."

"Yeah he is isn't he?" Jean smiled back and both girls giggled a bit, "God I should have done this a long time ago, you know given him a chance you know?"

She nodded her head, "Yeah, truth is I was starting to think of asking him out and dating him before you scooped him up." The surprised Jean as she looked at her and she held up a hand, "Don't worry I wouldn't try to steal the boyfriend of one of my closest friends. But Scott is attractive and you have to admit he wouldn't wait forever for you to realize how good a person he is."

Jean had to admit that was right, if she had been with Duncan any longer would have Scott started to date Taryn? How would that have affected the friendship she held with her? She didn't like the thoughts of where that was leading, that was one more thing she was grateful for then she guessed.

"Well speak of the devil," Taryn grinned as she saw Scott and Paul walking towards them. She saw Scott smile and waved. Jean smiled and waved back as well, Taryn sighed to herself, "You know I just wish I could meet a nice guy like that…"

Jean noticed her friend looking a bit down and thought about it. She saw Paul and then had an idea, "Well why not Paul? Scott said he's a nice guy and he's kind of cute too?"

Taryn looked at Paul, he wasn't as tall as Scott, but he wasn't that bad looking actually. He was kind of cute and she never did get to know him. She thought about it but she wasn't sure, what did he like? Did they have anything in common? Jean sensed this, "Well just think about it I mean you never know until you try. Look at me and Scott for example."

That gave her something to definitely think about. Perhaps Jean was right and she should at least give him a chance. Well she decided to think on it more and decide later although as they got closer to the two boys she did admit that Paul was very cute.

**NEXT UP CHAPTER 7: A COUPLE OF TENDER MOMENTS**


	7. A Couple of Tender Moments

**AN:** Sorry folks won't let us respond to reviews in fics anymore but I still will respond only with that new 'system' of theirs.

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**RETURN OF SPIDER-X **

**CHAPTER 7: A COUPLE OF TENDER MOMENTS**

**-Outside the Mansion-**

It was a beautiful morning as May Parker and Charles Xavier were having their daily tea session. It had become a daily ritual for them and both were glad to have them in their lives and for this little ritual as well. Back in New York May had always tried to keep busy when Ben was at work and Peter at school. For Xavier it was the same with the children went off to school. For Xavier it was nice to be able to just enjoy the day with someone like May.

Even though with a mansion this large there was always something May could help with to keep it nice and clean which helped to keep her occupied. It was nice to take a break with Charles and just talk. It was nice being around someone her own age all the time and he was a very interesting man as well, he had been all over the world and his empathic nature reminded her so much of her beloved Ben. She looked down at the wedding ring she still wore and started to toy with it slightly remembering all the good times, when they first met when she had been with her best friend Mary who would later marry Ben's brother Richard. Dating him, falling in love, when he proposed, and the day they married each other.

Xavier looked at her sad face and couldn't help but notice her looking at her wedding ring. He also couldn't help feel what she was feeling at the moment, normally he could blot out these things but May was just projecting them and being so close it was hard. "You still miss him greatly," He said gently to her, it wasn't really a question but she nodded anyway.

"I still can't believe he's gone…I know it's been nearly six months but it's still hard. I keep expecting to see him in the morning." She was glad that she also stopped trying to turn to him and ask him something only to realize he wasn't there. It was like there was another hole in her life now, fist her friend and sister in-law, and her brother in-law, and then now her husband. It was why she was always worried about Peter, she didn't want to lose the last member of her family.

Xavier placed a gentle hand on hers and she eagerly took it looking at him with her eyes tearing up. "I'm sorry about this."

"Don't worry about it, believe me I know what it's like to lose someone close to you and the pain it brings." He said to her in a soft and caring tone. He did know he had lost friends sometimes with his work as a medic and also the death of his mother when he was so young. She gave a small smiled as she wiped her eyes, it was nice to have someone to talk to at times.

"Thank you Charles it has been hard…But being here has helped me to deal oddly enough. With all the children here I've felt that I've found a place where I can be of use and some of them really do need help in their lives." May thought back to all the things she had heard of their lives before here. Some of them had just been very sad things. She remembered young Ollie's life, her parents abandoned her, watching her Uncle die, then live on the streets. It was a lot for someone so young but she seemed so happy to be among others.

She gave a small smile at a few memories such as her and Peter playing around with each other. It was almost like she had adopted him like a big brother at times. He gave her those silver web things for her and taught her all he knew about his own powers to help her.

Xavier nodded his head, "Believe me I know, for the last few years of my life it's like these children have given my life meaning as well. They are the future and in a way I feel proud to help shape their lives."

May gave a small smile, she had told him how Ben and her had been unable to have children of their own. How they took Peter in and raised them as their own. To Peter they became more then just an aunt and uncle they took the role of parents to him and Peter took on a role more close to their son in a way. They were the only family they had to so of course they were close. "You sound more like a parent then a teacher."

He chuckled a bit at that, "Yes I suppose I do in some ways think of them as my children. Some of them even have no homes to go back to or at all so I've tried to make this place not only a school but a home as well."

"I'm surprised you never married and had your own family." May commented sipping her tea.

Xavier's face fell a bit as a hint of sadness and maybe even regret came on it, "Actually I was married once about seventeen years ago but…My marriage fell through. We argued constantly near the end of it and so we divorced." It was a sad thing for Xavier to remember. He remembered how in love he had been with Gabrielle Haller, and how she even accepted his mutation. He had thought that maybe they could have worked things out that they could have had a life together but something just didn't work out.

He had been starting his work on mutants when things had gotten rough on them, maybe he should have spent more time with her and not let his work consume him. But either way it had ended and so now he turned his life to the children.

"Did you have any children of your own while married?" May asked she had never seen this side to him. He looked so vulnerable at the moment like she was seeing a part of him that no one else saw.

He shook his head, "I'm afraid not, but maybe that was a good thing. I don't think that I could cut out a child of mine out of my life and I didn't want to feel that we had to stay together for the sake of the child."

"Do you two ever talk to each other?"

"No, we've pretty much given each other space. It's been years since I've heard of her," He sighed deeply as he thought back to that time. He saw the sympathetic look in the eyes of the woman across from him and now felt that it was her hand on his. It was strange how this woman who was in many ways just an ordinary person but once you got to know her she was just this very kind and noble woman who seemed to be able to empathize with you. He found himself sharing things with her that he had never told anyone, maybe it was just because they were about the same age or that maybe it was just nice having someone he felt he could talk to about his problems for once.

Everyone just came to him and although he did love helping others, there were times when even he needed someone to turn to and it looked like maybe May was that person. She too had her own pain to deal with and maybe in this strange way they could help each other. He had seen her work with the other children. The youngest ones adored her and she even reached the more troubled cases as well. Wanda seemed to be a bit more open to her then the other adults and even Lance couldn't seem to disrespect her.

It was funny in a way, maybe she could help complete this strange family of outcasts and misfits. She also got along with Ororo very well as the two talked much of that time and he had to admit having someone who can put even Logan in his place at times was amusing to watch.

They continued their tea drinking turning the conversation to happier topics, but both knew that they had let down their guards and had shown each other a small part of their true inner selves.

**-Over 6 Months Ago-**

Olivia "Ollie" Osnick was bored. She was in her room trying to study with this math book her Uncle had given her. Since because she was various shades of grey she really couldn't go to school or outside that often, usually she only went out on Halloween when people thought she was just in a costume or in Winter when she was covered up. It was the fall as she hated being stuck inside.

Her Uncle ran a dojo downstairs and had a large loft above it that they lived in. The windows were tinted so people seeing in couldn't make out much. She sighed as she looked outside seeing the kids playing out there. She remembered how sad her Uncle got when he had to explain things when she first asked questions like, why she looked different. Why she couldn't go to school or go out to play like normal children.

She was old enough now to know why but it still hurt. Her Uncle taught her and even trained her, but that night things were different. She was just watching cartoons when there were sounds of a struggle. She turned off her TV and walked out of her room when the sounds of something breaking were heard. Spyder ran to the door that led downstairs when it opened up and her Uncle was there but he looked battered a bit and was bleeding from his mouth and looking tired and hurting. He bared the door and took her by her shoulder kneeling down to face her. "Uncle what's going on?"

"Olivia listen to me," He gently told her, he only called her Olivia when things were either very serious or he was disappointed with her. "There are bad people here and I can't let them find you, you understand?"

"Who are they?"

"That's not important we don't have time to get into it but listen to me I want you to hide."

"No! I can fight with you!" She told him looking into his eyes, "You taught me and I can help!"

"No!" He said sharply, "There are too many and they are more trained. Please Olivia…I love you like a daughter and I can't lose you. I swore to myself I would raise you the best I could and keep you safe."

She felt tears in her eyes, "But I don't want you to…"

He gently brushed away her tears as she saw him cry a bit, "I know my little spider, but I have to do this." There was banging on the door as they were trying to force their way inside the room. He quickly picked her up and into her room, "Please hide, they don't know about you and I want to keep it like that so whatever happens please don't come out and I want you to hide and not make a sound. Can you do that for me."

She tried to hold back her tears and nodded. He Smiled and hugged her one last time as she hugged him back. "Know that I will always love you Olivia and that I'll always look after you." She tried not to cry she wanted to be brave for her Uncle. So she hide in her room and to her horror from her hiding spot she watched. She watched the men in black attack and fight her Uncle. He fought bravely but there were too many they wore him down and by then end he was too weak to defend himself.

She heard the final blow and her Uncle make one final sound. She laid there silent tears falling down her face as she shut her eyes trying not to make a sound. Her heart was breaking and she couldn't let it out, she was afraid of being found out and she made a promise. She laid there in silence in her hiding spot long after they were gone. When they she was sure they were gone that's when she started to cry her heart out.

After that she was alone. She walked through New York covered up and alone, eating whatever she could find sleeping in boxes or even out in the open in dark alleys. She had never felt so alone in the world, everything she had was taken from her. She cried herself to sleep all those nights and just kept on moving and struggling to survive.

When people saw her skin they called her names such as freak or monster and chased her. She used her powers to stay ahead of them and out of trouble. Then one day she had been at a bus station tired and nodded off. She woke up to being poked in the side and a security guard there. "Hey what are you doing here kid? Are you homeless?"

Her clothing was pretty bad, and she hadn't had a shower in the longest times. The guard took out a radio, "Hey Mark I think we either have another runaway or homeless kid here. Better call social services."

Her eyes widened at that, they would find out that she was different that she wasn't totally human. She had no ideas what the authorities would do but she kept on seeing her self in a lab being experimented on with them trying to figure out what she was and how she got that way. So she had done what she always did, she ran. He called out to her but she didn't listen she just ran.

Soon other security guards started to come after her, she ran and slide through the legs of one and got up and ran fast without breaking a beat. When she hit a corner one of them grabbed her from behind, so she did a sequence of attacks that her Uncle taught her for larger opponents. She kicked him in the shin, then an elbow to his gut and finally used all her strength to flip him onto the ground. She didn't stop, she just kept on running.

She slid into a bathroom and into a stall hiding and gathering her breath. She was weak from not enough decent food and rest but she knew she didn't have that much time. Sooner or later they would check here, she leaned back and looked up the ceiling and saw an air vent. She remembered how on the TV people used them and she was small enough to easily fit. She was lucky no one was in there with her so it made crawling up the wall and into the vents easier.

Unfortunately she got lost pretty fast in there and it took her over half an hour to just find a way out. She managed to slip out into where the busses were stationed with people walking on and off them. She knew she had to get away fast before they saw her again. She managed to quietly make her way to one of the back of the busses and climb up on the back. She crawled onto the top of it and hung on as she waited for it to move again. She thought that it was just a city bus but she had no way to know it was going to leave the city until she had.

By then she was really scared, she had never been out of the city and had no way of knowing where she was going or how long it would take her. It was a long hour drive and she had to cling to the bus the entire way. It was hard because she had never done that before and it was also very cold that night. By the time the bus stopped she got off and ran off before anyone saw her. That was the day she arrived in Bayville and two weeks later was when that gang of thugs saw her face.

She had been begging for change when they had found her and started trouble. During that, her face was exposed and they saw her for what she really was. So once again she ran, being chased again. She was so tired of this and wondered if that was how the rest of her life would be like. But thankfully that night was when she met someone that would change her life forever.

**-Present-**

She didn't know what was going on, last thing she remembered was that awful day that had taken the only family that she had. "Ollie!" She registered someone calling her name and hands on her, she looked over in the night and noticed that it was Peter only he still had on his Spider-Man suit without the mask on. "Ollie you okay? I was just getting back in when I heard you crying out."

She sniffed a few times, and turned her head she hated it when people saw her like this. She hated feeling weak and so exposed to people, she had always tried to be a tough girl to not let things bother her. Spyder had to think that because other wise the pain of her parents abandoning her, never having a life outside her Uncle's place and then that day she lost it all.

Peter sat down and put his arms around her. "Hey it's okay remember that first night here?"

She gave a small smile at that, she had that same nightmare and Peter had been there for her. He had just been a stranger to her then just someone that had similar powers to her and had taken her off the streets and to a knew life. Now he was like the big brother she had always wanted. She turned her head and buried it into this chest and hugged him close. He hugged her back slowly rocking her a bit and stroking her grey hair. It was strange in a way how close they had become but he didn't mind it at all. He felt the young girl there in his arms and couldn't help but sympathize with her, he knew her pain all too well. The questions she must ask herself like if she did something different or if she had acted sooner, all the should of, could of and would of questions.

"It's okay," he whispered gently to her resting his head on hers. His Aunt had been there for him as he had been for her from the start of Ben's death. But she had no one for the longest time, she needed someone there for her and since he knew what she was going through so he wanted to be there for her. Peter still felt the death of his Uncle on him and he knew he would always feel that way.

"Peter…Thanks…For everything…" She said softly trying to get the lump out of her throat.

He smiled at that moment, "Hey you don't have to thank me for anything."

"Yes I do," She told him just enjoying being held. "I would still be out there…Alone…"

"Hey you don't have to worry about being alone ever again," He told her, he couldn't imagine being alone in the world with no one to turn to. Sure Peter had known loneliness after all he only had Harry and MJ as friends but he still had them. Now he had many friends and even a great girlfriend. "You'll never lose us Ollie, you'll never be alone again."

She felt so much better hearing that. She felt nice and safe in Peter's arms and it was just nice to have him there at that moment. Peter didn't know just how long he had been holding her but after awhile he had noticed that she had fallen asleep. He smiled down at her and tucked her back into bed. He took a moment to just look at her sleeping and hoped that she slept better this time. "Don't worry I will make sure that nothing bad happens again," he said softly to her gently moving some hair from her face, "Besides we spiders got to stick together right?" He smiled as he quietly snuck out of the room and closed the door behind him.

**NEXT UP CHAPTER 8: ELECTRO: ROUND 2

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**Well you asked for it and you'll get it people, Max and Peter go at it again.**


	8. Electro Round Two

**THE RETURN OF SPIDER-X**

**CHAPTER 8: ELECTRO ROUND 2

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**-Brotherhood House-**

Max Dillion was in his room itching for something to do, he had already finished the homework and oddly enough he was most likely the only person to actually do his. He wasn't a loser like the rest of them he wanted to actually finish high school. But now with Mystique gone who knows where and with Lance, Wanda and Tabitha leaving like they did things had pretty much gone down hill and the place was deteriorating. Max was thinking about just ditching them and going off to New York and find some opportunity there himself.

That was a city where he could really live it up and with his powers no one would stand in his way. He could take whatever he wanted and no one would know how he did it. He was just so sick and tired of this thing with them hiding their powers. He knew that at least Pietro felt somewhat the same about this, and Max wanted to get out there and just take what life owned him.

But first he'd save up, Mystique gave them a small 'allowance' of sorts when she had been here to keep them happy but with her no longer here well things were a bit more tiresome. He had however been hitting a few of the ATMs lately just zapping them with enough juice to pay off. He also made sure he went fully covered no sense in anyone knowing who he was and he wasn't greedy too much and the police would start to stake them out.

So he started a small accounts and only putting in a few hundred at a time every few weeks. The rest he kept hidden in his room. No real reason to share with the others he did however make sure that they had enough food and supplies. They didn't seem to care where they came from and with how Fred ate he was lucky to have any spare cash left. At the moment he was running a bit too low for his own comfort.

He figured it might be time for another withdraw. He found his green and yellow costume just in case he needed it and put it on. He wore a trench coat over it to hide it as night was falling. He kept the hood down and put on a hat over his head and kept his hands in his pockets. He went out of his room and down the stairs as he passed the living room on his way out.

Toad and Blob were watching the TV and laughing and making comments about some type of program. He didn't care what but then a blur was suddenly in front of him with Pietro right there. He wasn't sure but he bet Pietro was partially blaming him for that whole thing with them leaving. It wasn't his fault that Tabitha didn't know her place and he had to punish her at times. Lance was a fool anyway and personally his sister gave him the creeps anyway.

"So where do you think you're going?" Pietro asked him poking him in the chest. He never liked Max and lately he really didn't like him. Plus with Lance gone he was now as he saw it the new leader of the Brotherhood and he wanted to know what was going on.

"I'm just going out." Max told him coldly.

"Out where?"

"None of your business," He gritting his teeth this was getting annoying to him so he made a few electrical sparks making Pietro back off slightly. "Now get out of my face daddy's boy or we'll see how fast you really are."

Pietro glared at him, "You should learn your place here Max, or did you forget who is in charge here?"

Max only grinned at him when he said that knowing what he thought, "Oh you mean Mystique? Well she's not here." That caused the white haired mutant a bit angrier then before. But Max just ignored him as usual and went out the front door without another word.

Meanwhile at the mansion Peter was in the library with Kurt as they were finishing up their homework. Kitty was there tying to help out Lance as well although he looked a bit bored at the moment as she tried her best. It wasn't her fault he just never was really strong in certain parts like this trigonometry. The more simple stuff he could do but then again his strength was in cars anyway. Tell him to replace an engine and he could do it blindfolded.

"I just don't think I'll ever get this Kitty," He sighed to himself.

"Lance I think you can I mean I know it's like hard but I think you can do it," She told him although he didn't really believe some of that. For one thing Kitty was way smarter then her not to mention that he felt a bit stupid compare to some of the others. He saw Parker over there and hew knew there was no way he would be as smart as that guy seemed to be.

"Yeah well I just don't see how this will help me be a mechanic," He signed and leaned back.

"You want to be a mechanic?" She said surprised at that.

He looked at her a little insulted by her tone of voice, "There's nothing wrong with that Kitty, I like it and I'd rather do something I like rather then something I hate."

"Uh, well I didn't say there was it's just that…Well I thought that…" She bit her lower lip not sure what to say now. She kind of hoped he would have set his sights higher because she thought he could honestly do better then something like that. It was dirty work and she felt he could be something really great and maybe make an impact on the world.

Lance leaned forward now, "What? You think it's a waste of my time or something?"

"No! I didn't say that Lance." She said trying not to hurt his feelings and she knew that she should have just kept her mouth shut about this but it was too late now she feared.

"Well this isn't due until Wednesday so I'll see if I can figure it on my own or find someone else to help me with it," He said as he gathered up his things and left. She tried to say something she didn't mean for it to sound like she totally disagreed with what he wanted to do, but nothing came out. She knew that she had made a mistake and looked down at her stuff on the table.

Peter and Kurt tried not to overhear but it was kind of hard. They saw Kitty gather her stuff up and went through one of the walls most likely back to her room. Both boys gave each other a look that said they were sorry for them. "Vell zhat could have gone better," Kurt sighed to himself after seeing that sight.

"Yeah no kidding," Although personally he never saw what Kitty saw in Lance it wasn't that Lance was all bad to Peter it was just a weird pairing. But then again was he to talk? The class nerd going out with the class goth? Then there was Kurt and Amanda. Maybe it was the differences that made the relationship although from what he could figure Kurt and Amanda along with himself and Rogue had a few similar tastes to build on but so far Lance and Kitty's interests were radically different.

He did hope that they weren't heading to a crash and burn and that this was just one fight. Every couple fought now and then, even he and Rogue had a few arguments. "Well they'll pull through just give them time to cool off and come back fresh into it."

Kurt nodded his head, "Ja vell I hope so," He stretched out and closed up his books. They had just finished with their homework at the moment and he was thinking of calling Amanda, it wasn't too late to give her a call. "Vell I'm going to see if I can talk to mien girlfriend for a bit, what about you?"

"I think Rogue is trying to get a project done and out of the way, so I figured that I would…" He trailed off giving him a hint on what to do.

"Ah I see, staying in town zhis time?"

Peter shrugged, "Yeah I think so I'm king of hoping to find this Prowler guy again and see if this time I can get some reason through him. That and there's been a few vandals hitting ATMs lately as well as the usual crime you can find."

"Vell good hunting zhen," Kurt smiled as he ported out of the room. Peter smiled and he packed up his own things. He wasn't planning on taking a trip to New York tonight not with Logan having given them a long training session after school so he would need a bit more energy. Sure lately he had gone out as Spider-Man a few times now and then now instead of every night, that sure helped him not be so tired all the time. But he hated it when he felt he had to go out on days when Logan was going to make them train, sure it helped but damn he was wiped after it.

He sighed to himself as he climbed the stairs, 'Well whoever said that being a hero would be easy? Then again I don't see Batman or Superman having to deal with this kind of stuff.'

**-Bayville-**

Max was walking through the streets of Bayville as he looked around. No one was around, good he didn't want a few stupid people in his way. One time a gang of thugs thought it might be fun to rough him up for some cash. Max grinned at that memory he sure showed them just how big a stupid move that had been. Then he finally got to where he was going, it had taken him months to look them all up. He looked in every bank that had an ATM and looked around for any cameras around. He wasn't stupid he could fry the one in the ATM but if there were any other ones around he would take care of those first.

He hadn't gone to this one because of one camera at the intersection near it but he didn't want to hit the same one twice. He chose to walk up behind it so that he wasn't in frame. He placed his hand on the pole that it was on and sent energy into it frying the circuits. Although he put a bit too much into it and the street lights blew out in the intersection.

He just shrugged, "Oh well not like it's my problem."

Peter however was just enjoying the night air as he swing through the city. He had to admit Bayville was a nicer place to live then New York at times. It was quieter for one but there was just something about downtown Manhattan that was unique to the world and it was just really special. He remembered the first time Uncle Ben took him there, that was an amazing day for him. Everything was just so large and full of life to a little kid like him.

Unfortunately his little trip down memory lane was cut short as a loud bursting sound with lights and shattering glass happened not too far from him. He landed on a rooftop looking in that direction, "Okay that was weird, but I guess I better check it out."

He jumped off the building and headed to the area not sure of what to find. He hoped it wasn't the Brotherhood acting up, he didn't want to face them all alone. Then there was also the possibility of Magneto that little meeting with that guy hadn't been pleasant and Peter had been wondering what that guy was up to. There were others like Black Cat, she hadn't been seen since her escape from the police and he just knew that girl would show up again. 'Man since when did I get suck a large and varied list of people for an enemies list?' He wondered to himself. 'Normal folks most likely got guys like Flash Thomson and that new jerk Duncan Mathews. But me and the X-Men? We get people in costumes, some with superpowers and some with plans on world conquest. You know…I wonder if you could make a movie out of this?'

He let go of his web line and twisted just a bit for a turn. He fired another at the edge of a tall building and let the momentum carry him around the corner. 'Hmmm…Interesting idea but I doubt it. It would just be my luck if the X-Men get cool people playing them and I get stuck with a guy that looks like got beat up a lot…well…actually that might fight for me…' His thoughts on the subject were put aside as he saw some guy in a coat at an ATM that was spewing money.

'Ah so that's the creep, well time to go to work,' Peter landed on the wall close to him, "You better have on hell of an ATM card that can do that pal or you're in a lot of trouble."

"You!" The figure said raising a yellow glove as Peter's spider sense kicked in and told him to get the hell of the way. He did just that as he jumped as an electrical arc of power hit the spot in the wall where he had been.

"Oh great, you again!" Spider-Man shouted out as he swung with the help of a street light and landed a bit higher up on the building. Just what he needed, Max was out and by the looks of it had been doing some unlawful withdraws. He guessed he shouldn't have been too surprised. "You know Sparky I was kind of hoping to run into you again."

"Always the joker huh?" Max sneered at him. Max had a very good idea of who was behind that mask, as soon as Spider-Man showed up the X-Men get a spider powered mutant called Spider-X. They were too similar to be just a coincidence and then Parker was the only new guy that was around so he figured it had to be him. Now Max could have gone and leaked this kind of information to the press he was sure that Spider-Man had a nice long list of enemies, but then they would take a closer look into the mutants at the mansion and well he knew that both Magneto and Mystique wouldn't be too thrilled with him then.

There was another reason if that was Parker he wanted him for himself. Peter had gotten in his way a few times and was always head of the classes they had together and he was sick of it. This was the last straw he was going to enjoy frying him up. Electro pulled open his coat and threw it aside as he took off his had and pulled up his mask, "Okay insect time for you to fry!"

Peter did his best to avoid Electro's attacks but it wasn't easy, only his speed, agility, spider sense and luckily all that training he had been through was very helpful. He also had to be sure that he wasn't touching anything that was conductive as well since his electrical attacks would just travel through that and then through him. And he sure didn't feel like having a strong electrical current running through him anytime soon.

"You know Sparky you might want to think of a legal way to get some money," Spider-Man quipped as he flipped into the air dodging an electrical attack, "Like say a job."

"Now why should I work for some jerk and earn minimal wage when I can just take what I want!"

Peter should have known better as he jumped up to avoid Max slamming a fist to the ground making a giant electrical bolt trailing towards him. Max had done a lot of things as far as he was concerned and on the top of that list was what he did to Tabitha. He had heard all about how Max had hurt her during them dating and to him that was just sick. 'Maybe it's time to show Max what it feels like to have someone hit you.'

Peter jumped up onto a wall and kicked off it flying at Electro with great speed. He spun in the air and came out of it with a kick to Max's chest. Sure Max grunted and was kicked into the middle of the street but he was also charged up and Peter got a nasty electrical shock to his leg. Peter fell to the ground biting his lip from the pain in his leg, it was numb and yet it hurt like hell at the same time.

Electro picked himself up slowly feeling the pain in his chest from that kick. It hurt like hell but looked and saw Spider-Man there on the ground holding his leg. 'Ah good he's done, maybe now I can squash this annoying pest.'

Max rose up and grinned savagely at the hero on the ground. This was just too perfect for him and he was going to enjoy this. He outstretched his hand and felt the power flow through him lancing out and hitting Peter in the left ribs causing him to cry out in pain. Max only laughed at that, that sounded so much better then he had hoped he was _so_ going to enjoy this.

Peter felt like a cattle prod had just slammed into his ribs. He was on one knee trying to get up and trying to breath not to mention fight the buzzing in his head from the pain. "Well how the mighty have fallen," Max declared standing over him and kicked him in the ribs.

Peter cried out from him hitting the burnt spot on his costume and he rolled over and landed on his front. He knew that he had to fight back before he was nothing more then just a burnt mark on the street but he needed some way to attack him without getting electrocuted. He looked around but there didn't seem to be anything he could use that didn't conduct electricity.

'Hold on…I do have something that isn't conductive,' He remembered how while in a training session with Spyder her electrical webbing and his own had accidentally crossed and for a minute he was surprised when the electrical current in her own organic webbing didn't shock him. He figured the formula he used for it might be the key but he never had the chance to test it out. 'Well now or never I guess.'

Max was of course gloating as usual but Peter was glad he was it was giving him more time. He put his right hand into a fist and with his body shielding his actions webbed up his hand. He looked up at Electro as he was charging up both hands going on and on about something or other. Personally Peter wasn't paying attention, "You know what? You really talk too much and that's coming from me."

He gave Max an uppercut right to the chin snapping his head back and lifted him off the ground and right onto his butt. Max shook his head trying to fight the stars in his vision as he got up on wobbly legs. "Max…You're a jerk," Peter said slamming his fist into his gut and then a right hook to his face making him land on the sidewalk in a heap. Peter watched him as he was trying to crawl off but then he heard the sounds of sirens and figured their little battle had caught the attention of a few people.

Peter looked down at him wondering what he should do. On the one hand he should web him up for the cops but then again it's not like they could hold him plus the fact he knew Max would use his powers they would then track him down to the Brotherhood house and that would lead to all sorts of trouble. He couldn't trust the Brotherhood to not use their powers if they suddenly found themselves with cops all over the place.

"Look here against my better judgment…I'm going to let you go," He saw Max glaring at him as he tried to stand, "But this is a one time thing. I see you doing this again and I'll make sure that when the cops find you they won't have any trouble putting your ass in a cell."

Peter hated doing this, it went against everything he stood for letting Max go but he had to protect mutants from anymore exposure. Add the fact that the police would only get hurt trying to arrest him was also a factor. 'Sometimes this hero thing just isn't as simple as you'd expect.'

He swung away and saw Max pick up his coat and hat and limp off too. He hung his head not sure if he had done the right thing or not.

**-Xavier's Mansion-**

Peter swung to his room and through the French door and closed it behind him. He pulled off the mask feeling a few of the aches and pains from his fight with Max. He knew that in the morning he'd have to tell Xavier what he found him doing but at the moment he was just too tired. He slowly started to shed his clothing and saw the damage to it. 'Great, this will take a while to repair. Oh well I bet Tabitha will like the fact I gave him a little beat down.'

He signed in frustration and threw it in the corner of his closet as he would get to it later. He put on his sleeping clothes and gently placed himself on his bed as he looked up at his ceiling. 'Why is it that whenever I go out for an easy night or just a simple one, things like this always happens to me?'

Peter just didn't know what it was sometimes. It just seemed that life never eased up; hell he was still having damn nightmares about that stupid suit too. Sure they weren't as bad but still it was pissing him off. Everyone kept telling him it wasn't his fault that it was messing with him so why couldn't he believe it?

'I hate this, this stupid guilt I always feel. All it does it make my life more miserable at times. God I just wanted to be a normal teen then that spider bite and all of this happens.' There were times he wished he never got that spider bite but then he thought about where he was now. He would never have met Spyder, Rogue or the others.

He thought about them and he guessed that there was something good after all. Maybe he was just tired of all this solo stuff. He might want to just cut back on it for like a week or something just to he didn't burn out. Or maybe it was the fact he fought Max and he let him get away. 'But then again maybe that was for the best too. He might have fried the cops, and with me out there the secret of mutants was close enough to being exposed with me out there as it is.'

'Well at least I keep out of the live news feeds now,' He joked to himself as he tried to get to sleep.

Outside the mansion though a figure in the shadows watched and had seen Peter swing to the mansion and sneak inside. But then again he knew all there was to Peter Parker and he was going to make him pay. He knew that he had to isolate Parker and get him nice and alone because his friends would only get in the way.

But he had been thinking on that, there were a few of them that actually might be useful and he wanted to make Parker pay for the things he had done. He wanted revenge and now he had the means to do it. All that training and all that work tracking him down, shadowing him all over the place it was al coming together. Once he had it all figured out then the real fun would begin. It was only a matter of time and time was definitely one his side. "Sleep well Parker…Because soon your life will become a living nightmare," The sinister figure in the shadows said to himself as he walked away from the mansion and headed to start his own little plans for Peter and those other freaks.

**NEXT UP CHAPTER 9: NEW BLOOD**


	9. New Blood

**AN: Well there's a new Spider-Man/Evo fic up by DrkMgcn called Mutant Web. Take a look if you want more Spider-Man and the X-Men fun.

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**THE RETURN OF SPIDER-X**

**CHAPTER 9: NEW BLOOD**

Peter was going to his locker as school started up. He had been right, Xavier was glad to know what he had learned about Max last night. He hadn't liked the idea that one of the Brotherhood would do something so bold out in the open like that, it was lucky that he hadn't been caught because from what he gathered Max Dillion was slightly volatile and maybe even unstable personality. He had told him that he had made the right choice people with powers like Max shouldn't be exposed.

After the time Spider-Man became known his work had made an impact, Xavier had seen that with people seeing Spider-Man as a hero if and when mutants were exposed it could help people accept them. But if someone like Max who would have been found out to be involved in criminal activity and his pension for violence Xavier was afraid all of Peter's hard work would be brought down.

Although now Xavier would pay a bit closer attention to the Brotherhood and he had actually asked Peter to keep an eye out on anything strange with his 'night time activities' just in case this was only the start of something.

Peter himself was also worried sure he knew that Max would cause only a lot of trouble if caught. But he still hated it, the last time he let a crook go on purpose…His Uncle had been killed because of it. He just sighed to himself, it was never easy. He just hoped this wouldn't come to haunt him like that moment had or that he lost someone else because of it.

As he opened his locked he found a note inside of it. 'The hell? I hope this isn't a note from a secret admirer, Rogue will be pissed,' He joked to himself. He had seen her pissed he may be dating her and liked her, a hell of a lot actually but a pissed off Rogue wasn't a pleasant thing.

He took it and looked around trying to see if anyone was looking, but no one seemed to be paying attention. Peter just shrugged and opened the note, his face and his good mood fell at it. On the note written in red ink in a nasty looking handwriting was only four words but they made a chill run through him.

**_I know your secret!_**

Peter quickly folded the note and put it in his pocket and turned around looking again this time more carefully. He looked at all the students walking by listening to his spider-sense but he got nothing. Was it someone in the Brotherhood? Or was this someone else?

Peter suddenly felt afraid not sure what was going on or who was messing with him.

**-Acolyte Base-**

Mystique looked down at the new mutants that Magneto had made with the power of the crystals that he had gathered for his Evolution Chamber. Delilah had come out with physical changes, she was a foot taller now making the eighteen year old girl nearly six feet tall, her body looked like that of an athlete but still reminded very feminine, plus it seemed certain other parts of her body had been 'enhanced' by the way Morrie Bench was looking at her chest. She wore her long hair in battle braid as her super strength was show smashing up piles of concrete. She seemed to be perfectly fit for this with her fighting skills and Mystique made a mental note to train her in the finer points of hand to hand combat. Unlike the other Brotherhood members she actually showed talent and an interest to learn that.

Morrie Bench seemed to be taking to his new powers. He seemed to be able to turn part or all his body into water and increase the volume of water too. He could pass through anything no matter how small making him perfect to get into anywhere that had pipes. Also he could shot water out with the force of a fire hose or a tidal wave. He chose the code name of Hydro-Man given his water based powers.

There was also Flint Marko or as he liked to call himself now Sandman. Like Flint his body had the same powers only that his were sand based and not water based but Sandman however seemed to have better control and could made hardened sand with the density of metal and turn them into weapons such as giant maces or fists. They three newest mutants all were training in a special program and she had to admit they were impressive. Delilah and Morrie would make excellent additions to the team and help fill in gaps left by Lance, Wanda and Tabitha. They were even more powerful then that blond troublesome Tabitha and would most likely be more useful then her anyways.

"They seemed to have taken well to the change," Magneto spoke up startling her, she hadn't heard him come and that annoyed her. "What of the girl?" She nodded the tone in his voice she knew that he thought she was wasting her time.

"She's doing better I'm hoping that putting her through the machine will help her out as her body is flushed out most of the poisons in her system."

He looked at her coldly and once again he was debating this. He wasn't sure what the effects could be in fact this could be very well fatal to her. He hated to waste the crystals powers on someone that would most likely die but then again his forces would need more fighters. With what he had learned about this project against mutants nearly completion he needed to be prepared. If she was willing to put her faith in this girl then so be it, "Then I suggest you get her ready then Mystique."

"Very well then," She said sharply and walked off to Sandra's room. She had been doing better lately and she hoped that she would be strong enough for this because she knew that Magneto was losing patience with her and the girl. She came to the door and opened it up seeing her there resting, she didn't look as pale or hurting then she had been but she knew that she might be fighting off her addictions for years to come.

"Sandra," She said softly to her as the woke up.

"Raven?" She said a bit groggy, she looked through the haze of sleep to see the blue woman who had taken her from her hellish life and gave her a chance. The time she had been here hadn't been easy she had been hurting bad but Raven as she had learned was her name, had been there for her.

Mystique gave a small smile as she sat down stroking her black hair. Sandra was the only person she allowed to call her Raven it just seemed right in a way. "It's time."

Sandra sat up knowing what she meant she had watched as some of the others went through the machine and saw what had been done to them. Truth was Sandra was amazed at what had happened, and now she wanted that. She wanted the power she had seen and was craving it like a drug, she also didn't want to disappoint Raven. Sandra looked up to her, she was this powerful female that let nothing stand in her way, she was everything Sandra wanted to be.

"Raven…Why are you doing this for me? Really," The young woman asked her mentor and savior.

Mystique thought about that since they first met and truth was Sandra just reminded her so much of herself at that age, "I was a lot like you once and I had no one to help me out until I met another woman who saw past me and into me. She was the first person to show me kindness and…I guess I felt the need to pass that on in a way," She stroked the young girl's cheek feeling the years of loneness and bitterness fall away for a few seconds.

Sandra had never felt so cared for in all her life and she also had been made away of the risks of this as well. "Raven…In case I don't make it…"

Mystique became very stern with her then a small bit of her normal coldness showed itself, "Don't you dare say that."

"But I have to say it…Raven…You…" She tried to search for the words as she had never said anything like this before. "I've never been loved in my life, my parents never loved me, I've had no friends…But for the first time…With you I feel like someone actually cares about me."

Sandra was fighting back the tears, she wanted to be strong like Raven, "You've…You've been more of a mother to me then my own mother, and I just wanted to thank you. For everything." Mystique didn't know what to say to that, she wondered if this was how Irene felt at one point. She just hugged the young girl close to her. It felt so good to have someone else in her life that she could care for and that cared for her in return.

She had missed this type of feeling ever since she gave up Kurt and Rogue. 'Could this be…Could I have another chance?' Mystique wondered if there could possibly have the one thing she had always wanted but never had. But now was not the time to think about it.

Elsewhere in the complex Gambit and Black Cat were walking the halls, "God I wish I could get out of here more, he keeps on such a short leash that there are all those pretty things out there that I have my eye one."

Gambit had to admit she had a point even he felt the 'itch' lately to try and pit his skills against people who thought they had made something that couldn't be broken or bypassed. To see just how good he was. It wasn't all bad, Piotr wasn't much for conversation but he was easy to get along with then Sabretooth that guy gave Gambit the creeps. Then there was Pyro who was just insane, the new guys were pretty much trained none stop to get used to their new powers.

"Oui Remy have to agree wit' de lady," He told her as they walked to the living section of the base. They had just turned a corner when they saw Piotr returning from taking his little sister to the park. He wanted to get her outside of the base now and then and he knew who the little girl was and she was the reason for him being here. He didn't know the full story but he guessed they had nowhere else to go.

Felicia had heard about this from Gambit but had never seen Colossus' little sister. She was a small young girl that looked about five or six. She had long blond hair in a nice little dress and looked so cute and adorable. They came up to them and she smiled at the little girl keeling down, "Aww, are you so adorable." She cooed at her.

Illyana looked up at the young woman with long shiny white hair and wore a very strange black suit with white fur over it, she also wore some type of strange black mask over her face that covered her eyes. "Brother why does she look like a kitty?" She asked Piotr in Russian.

Felicia saw the two talking not knowing what was being said so she looked at her teammate, "She doesn't speak any English?"

"Not that much, I am teaching her but it is going slowly," He admitted. Gambit and Felicia were the only two that he really trusted to any extent in this place. Although Felicia made him nervous in how she was a major flirt and how she dressed too. "She asked why you were dressed like a cat."

She smiled at that and Gambit leaned down a bit, "Hello petit."

Illyana only went to hide behind her brother's leg. The one with the accent scared her because he had these scary eyes. Gambit gave a strange too to Piotr he never did understand what it was about him that the little girl didn't like.

"Do not take it personally, she is just scared of your eyes." He explained.

Felicia gave a small laugh, "So finally found a lady you can't charm huh?"

Remy just shrugged at her with that grin that usually could melt the hearts of a few women, "Just give me time, I just need de right ammo and Gambit can eventually charm any girl."

By now Mystique was leading Sandra into the Evolution Chamber. She was a bit nervous but she wasn't letting it show. The room was all large and smooth metal with a few small columns with what looked like strange crystals inside of them in glass cases. There was an observation room above the polish walls, as she steed close to what looks like a metal cocoon the front opened up with a hiss and she saw a chair inside of it.

"It will be okay," Mystique assured her, "I believe that you can do this."

Sandra gave her a weak smile and nodded. She bravely walked into the metal machine her heart racing as she sat down. The hatch closed as she watched Raven disappear as the door closed. She was in complete darkness and she gripped the sides of the chair not sure what to expect. She heard a humming sound and felt small vibrations.

Then all of a sudden there was a bright red light. She felt her entire body feel like it was numb and on fire at the same time. She lost track of all time it could have been second it could have been hours or days. She didn't know her vision blurred, she couldn't remember if she screamed out or not. Her hands gripped the sides to much her knuckles turned white. It was like a really bad drug trip she had a few times it felt like her body was being turned inside and out.

Up in the control room Magneto had to look at the readings the drugs in her system were interfering with the progress of the machine. He had to adjust it a bit the readings on her life sighs were starting to become erratic. After a bit of fine tuning he managed to get it under control as any drugs left in her system seemed to be breaking down faster although he assumed that it wasn't pleasant for her. After a few more minutes the scans on her DNA showed progress. It was starting to show her DNA as being altered now, after fifteen minutes of this her readings finally stabilized. He shut the machine down and opened the doors.

Mystique waited for the hatch to open on the chamber and she was surprised by what she saw. Sandra slowly opened her eyes after what seemed like an eternity. She felt different though, stronger more fit. She felt better then she had ever felt in her entire life. Sandra walked up easily no longer feeling weak and tired all the time. She saw the look on Mystique's face, "Raven? What is it?"

"Sandra?" She couldn't believe what she was seeing.

Sandra looked at the reflective metal walls and gasped as she walked towards it. Her hair was longer and more full of life, her body was fit, she now stood a few inches taller, and not only that her entire body was more curves to it and looked sexy. Her skin was slightly pale her legs a bit longer. "Oh god…I'm…I'm…beautiful."

She reached to her face seeing her reflection she couldn't believe it. She was perfect now, she felt the tears in her face as she smiled and looked at Raven, "Do you see? I'm perfect!"

Mystique could only smile at her and nodded, "Yes, yes you are."

**-Mansion-**

Peter had been pretty much in a not so pleasant mood all day since the locker note. He wanted to know what was going on and who had sent it. He was walking back to the mansion with a few of the others, Kurt talking about something as Evan was joking around. Kitty had gone home with Jean and Scott since she was hoping to try and patch things up with Lance.

"Hey man you okay?" Evan had noticed how quiet Peter had been lately. It was like him, normally he was a fun guy to hang out with but at the moment he was like when he was brooding after the nasty black suit thing.

"Huh? Oh sorry man my mind is just elsewhere at the moment."

"Where, another galaxy?" Spyke asked him wondering what was going on with him.

"Ja dude vhat's up? I mean it's doesn't have to do vith…you know…" Everyone was still tip toeing around the whole suit thing knowing it was a very sore subject for Peter.

Peter just shook his head, "No it's not that," He was contemplating what to do, but that last time he kept something to himself it nearly cost him. He really didn't like to make the second mistake twice, and he did trust these two. He sighed and pulled the note out of his body and handed it to Kurt.

"Someone put that in my locker…"

Kurt looked at it with an open mouth as Evan's eyes widened a bit, "Oh man this is bad dude. I mean really bad," Evan said to himself. "Do they mean about your powers or that spidey stuff you do?"

Peter hadn't thought of that. If it was about his powers like he was a mutant then the others might be in danger too. But if it was just him being Spider-Man then he might be the only one in danger, "I honestly don't know guys, but either way this isn't good at all."

"Ja no kidding," Kurt said softly looking back at the note, "Are you going to tell ze Professor? I mean if someone is after you zhen ve should know and help you out. Ve are part of a team now ja?"

Peter guessed he should tell the Professor, just to be safe. "Yeah well I'll tell him later today, maybe after the Danger Room session we got."

"Oh man I totally forgot about that," Evan palmed his face, "I mean with the Brotherhood basically de-fanged why bother with all of that?"

"Cause Magneto is still out zhere," Kurt had an idea that Magneto wasn't the type to just give in.

"Not to mention all the other nuts jobs out there," Peter added in, "Remember that Bullseye guy awhile back? It took a punch of us to take him down and he was just one guy. And from what Logan said he was just human." Even Evan had to admit to himself that was pretty harsh to lose to a normal guy like that. But then again from what he heard that guy had mad skills.

"Plus there was that guy in the Rhino costume and the other on in house insulation with the sonic weapons attached to his arms," Peter remember that day from when that black stuff first showed up. Rhino and Shocker were still out there and who knew how many more people like there were actually out there?

"Yeah plus what if someone lets out Juggernaut again?" Evan asked the rest of them as they finally came up to the mansion.

Kurt looked at Evan with shock, "Dude! Don't even joke about zhat!"

Peter groaned himself, "Yeah I've only been in two simulations that was designed to fight that guy. The simulation alone is nasty."

They got up to the front door and made their separate ways, mainly to their rooms to put their school stuff away for later. Peter was nearly his room when he saw Kitty about to knock on his door, she noticed him and walked up to him, "Hey Peter this letter came for you."

She seemed a bit down and he guessed she hadn't managed to talk to Lance yet. He took the letter there was no return address and that was a bit weird. It wouldn't have been from MJ or Harry he was sure of that. He still kept in touch with them with e-mails, phone calls and even online chatting. He even got a few of the others here for a group one now and then.

Peter then looked at Kitty, "You okay?"

Kitty answered a bit too quickly for his tastes, "Yeah I'm fine."

Peter sighed and put a hand on her shoulder, "Kitty, Kurt and I were in the library remember? I take it you and Lance are still a bit off?"

She sighed and hug her head, "Yeah that's like putting it lightly. I don't know what to do."

"Well apologize to start with."

"I've tried but he never listens or he just moves out of the room," She huffed and crossed her arms, "Why does he have to be like so stubborn all the time?"

"Don't know but you might need to try something new then," She looked at him with a curious expression wondering what he was talking about, "Sneak up on him and phase his feet into the floor."

Kitty gave a small smile, "I guess I could try but if he used his powers as we lose a wall I'm telling Logan it was your idea."

"Gee thanks," Peter said in a deadpan expression, Kitty gave a small laugh and walked off. Peter shook his head hoping Lance wouldn't do that, for all their sakes. He went to his room throwing his backpack against the bed and began to open the letter.

He was a bit confused seeing only some paper inside. He pulled it out and once again he felt a chill reach him as he looked at was it was. It was a picture of Spider-Man on it and the same red writing on the picture from a newspaper that read: **_We're coming for you!_**

**NEXT UP CHAPTER 10: TROUBLE ON THE RISE**


	10. Trouble on the Rise

**THE RETURN OF SPIDER-X**

**CHAPTER 10: TROUBLE ON THE RISE**

Peter had just had a very long talk with the Professor, and he was worried about all of this. Although he did assure Peter he would look into this he was still worried. He tried to do his homework which was harder then normal but then after it he just kept pacing his room walking back and forth. He was pacing so much that he was literally climbing the walls well walking up them at least.

It was then that there was a knock on his door, "Come in."

In walked Kurt and Evan and then looked up, "Dude don't you never get sick or something with hanging upside down like that all the time?" Evan asked him seeing him stand on the ceiling.

"Actually no, not that you mention it," Peter put that aside for future research later on about just how long he could stay upside down like that. Then he let himself drop to the floor, "So I guess that you wanted to talk about the professor said?"

Kurt nodded his head, "Ja man ve're vorried about zhis."

"No kidding you got some punk gunning for you man," Evan added in, he didn't like the idea of some stalker creep after Peter or even them. "I mean I say we just find whoever this is and kick the crap out of them."

"Yeah well the problem is we don't know," Peter sighed, "The Professor and the other adults will look into it trying to see if they can find out. I gave Logan the note and he's out trying to see if he can find the sent." Although Peter knew that was a long shot at best Bayville was a large town even for him and he had said there hadn't been much of a sent on the card. "I think the Professor is going to try his hand at it maybe check to see if any of the Brotherhood have been following us with Cerebro or something."

"Hey you think it was that Max jerk? You know that guy has kind of had it in for you," Evan pointed out.

Peter had thought of that, "No not his style, he'll want to come up to my face but mess with my head."

"Vell any idea?" Kurt asked hoping that Peter would have any kind of clue seeing the look on his face was proof of that. "Vell vhat are you going to do?"

"I have no idea, honestly." Peter muttered to himself. Just how do you deal with some crazy stalker after you?

"Well we got a Danger Room session in a few minutes maybe the others could come up with some ideas?" Spyke told him and Peter had to just nod. After that the boys broke up as they put on their uniforms. Peter still felt a bit uneasy in his Spider-X uniform because it was similar to that living suit he had worn. Sure the shoulder pads and the spider design that had the legs make an X were different and the new web shooters and belt too but it was still odd when he saw himself in that mirror.

For a minute it was like looking at the other one but he shook his head and went to training. By the time he got there Kurt and Evan were already talking about his note and Peter had to sigh. He knew that Scott wouldn't take this lightly and then there would be Rogue who would worry and he hated making her worry. She had enough in life to deal with then his problems as it were, sure it had been easier since he made that bracelet for her but he was still working secretly with Forge and even Doc Connors and Beast on a more permanent solution.

Cyclops of course was the first to approach him, "Peter are what they're saying true?"

He only sighed, "Yeah Scott, and I've already talked to the Professor he and Logan as looking into it."

"Oh so that's why Logan isn't here for this and we got Storm instead," Kitty said out loud mainly to herself. She was a bit down because she still hadn't found the time to talk to Lance he and the others had already gone through training before them and she had been suited up. She hoped that later after this she would get the chance.

Rogue kept quiet about this but there was still a worried look on her face that she tried to hide. She knew that Peter could take care of himself most of the time but it was still a scary thought that someone was out to get you. But at the moment they had to push it aside getting distracted while in the Danger Room was a sure fire way to end up in the infirmary.

They entered the domed room, as today it would be exercises instead of a simulation like the infiltration mission or mock battles against the enemies they had faced already. It was going to be first a times exercise each one tailored for each person and then a group exercise. For Kitty she had to run through a maze phasing herself through walls and dodging anything else in there to find the finish line. Sometimes after phasing though a wall she came face to face with a trap like a machine shooting out small rubber balls. They weren't lethal but as any of them could attest to they stung like hell if they hit you.

For Jean she was being tested on her flight abilities. She had to keep herself in the air the entire time as she had to keep up a defense by deflecting all oncoming objects. Some were balls, others metal disks and other such things. She kept it up a good fifteen minutes as more and more objects were being shot at her all the time in various sizes and speeds.

But even she had her limits and when a small object hit her lower back she lost her concentration as another hit her shoulder and she dropped to the floor. The exercise was shut down as soon as he feet touched leaving her sweating and panting for breath. Scott of course was right by her side to help her off the field. She didn't mind at all and smiled when he told her how much better she had done then the last time.

Spyke was up next as he was on his skateboard as the DR changed into a massive skate park looking construct. His goal was to skate and hit the targets that would show up without falling off his board. Normally Peter would have made a comment on using something like a skateboard but then he wasn't one to talk about using a device that shot out simulated webbing. Evan shot off fast as he went though the field, targets would pop up at random and he wasn't only just trying to hit them but get as close to the bullseye as he could.

He wasn't doing too bad until he got it into his head to shot off. Scott shook his head knowing that Evan liked to get like this and he would always make a mistake at this point but what Scott really didn't like was how Evan seemed to never learn from it. Spyke was doing well up until he tried to do a darkslide over a rail. A darkslide was a grind move in where you flipped the board so the top rode the surface and you stood on the bottom. Only with Evan he had still never mastered that move and slipped off at the last moment and wiped out a bit.

He picked himself up since he landed on the padding although up in the control room Storm sighed wishing that her nephew would start taking this a bit more seriously.

Kurt had an acrobatic test up next with rings and hoops as well as platforms. His goal was to get through it without hitting the ground. Kurt immediately went to work jumping through the air and using his acrobatic skills to fly through the air with a grace that most professionals wouldn't have. Plus his tail came in real handy like when he threw himself through the air he went into a spin, used his tail to grab a ring and swing himself with that. He jumped off the platforms as soon as he landed to try and make good time.

He slipped on one of the rings but at the last second teleported himself back up to one and worked his way on. Using teleportation gave him a few seconds deduction on his total time so he had to hurry. By the end of it he was just a few seconds shy of his personal best. They had Peter go next since his training was much the same as Kurt's only with Peter's impact webbing targets would be added to it. As Spider-X took to the air it was apparent that there was a difference in Peter and Kurt's techniques.

Peter because of his strength had a longer jumping range and he liked to stick to things more, although in these exercises he wasn't suppose to use his weblines since it would be like Kurt using teleportation. Peter would fly through the air and fire his impact wedding at his targets, even in mid flip.

By the end of it he had managed to get a pretty decent score and was thankful for the rest as he pulled off his mask to wipe the sweat building up. It was one of the major annoyances to having a full face mask. Cyclops was up next since he had to run through a corridor and not only dodge incoming attacks but also fire at certain targets that would pop up. Scott however being one of the most experienced there took to it very well.

He had been doing this for years like Jean and it showed in him as he expertly dodged, rolled and fired his optic blasts through his visor. They had to admit when Scott was in top form like this he could be very impressive. Rogue however wished she had a different one since going before or even after Scott in this one made her feel like a rookie. Which in compared to Scott she guessed she was.

She had to do the same thing since she was equipped with the metal throwing disks by her hip. She took a breath and heard Peter giving her an encouragement and she felt a bit better. She started in a dead run as she worked her way through the corridor.

She wasn't as fast as Scott and she missed a few targets but for once she was never hit by the devices. Rogue took a bit longer then Scott and not as high a score but by the end when she rolled under an obstacle that came out of the wall to hit her and she came out of the roll on the finish area she did feel better about herself.

By then end of it they were all tired from the work out and were glad it was over. Normally she would have gotten hit a few times but that time she had actually managed to pull it off. She smiled to herself feeling like maybe she could improve, given her powers she always felt like one of the weakest links on the team but at that moment she felt like maybe she wasn't as weak as she thought.

After that was a team skills exercise as they had to make it through to the other end of the Danger Room and back. This was to work on teamwork since they all needed to work together to help each other through the obstacles that Ororo placed in the way that would block one person but with help of their team mates they could over come them.

It went pretty well, and Peter was glad that he was improving in his team work skills. He really felt that he was starting to work well with the team since he used his webbing to clog up one of the weapons, picked up Evan and jumped over one with him, and even gave Rogue a tap to allow her some use of his powers to get through the course a bit more easily.

"Man glad that's over with," Evan said stretching.

"Yeah well be thankful it was Storm, you know that like, Logan would have totally had us go another hour in there." Kitty told him freeing her hair from its ponytail and working it out of the small mess it had gotten into while training.

"Yeah and I could use a shower and then get this thing clean out a bit," Peter told them and pointed to his uniform. It was common for the uniforms to absorb a lot of the sweat after a particular Danger Room session where they had a really good workout.

There were a few nods of agreement with that. Rogue pulled Peter aside for a moment, "Peter ah know that we planned ta go out tonight but if y'all want to stay in ah'll understand."

Peter knew that Rogue had been looking forward to showing him this club she knew of tonight and to be honest he needed to get out. He didn't want to live his life in total fear so he shook his head, "Naw, I'm not going to let this note thing scare me. Besides we shouldn't let our lives be controlled from some jerk giving me 'love letters' either."

Rogue gave him a little look wondering on this but she guessed that Peter had to go out sooner or later and if not on a date she knew he would go out as Spider-Man at one point and as Spider-Man he would be all alone. At least out on a date she could keep an eye on him. "Well okay, let's just get ready and ah'll meet ya in a couple of hours by tha front door."

Peter smiled and nodded, that sounded good to him. And given his day so far he needed to get away from it all and enjoy an evening out with her sounded the perfect thing to him.

**-Brotherhood house-**

The Brotherhood boys were just lounging around that night, Fred on the couch with Toad next to him, Pietro was looking bored and flipping through the stations quickly to see if there was anything worth watching on TV. Max was in a chair just looking pissed with a nasty bruise on his face still there. It wasn't until they saw a car pull up and heard voices when they started to get up.

"Hey who can that be?" Fred asked getting up.

"Might be Mystique yo," Toad hopped off the couch, "Not like we get visitors at least not after we scared off the last of the salesmen and those Jehovah Witnesses last month."

"Oh yeah," Fred smiled at that one, "That was fun, man I never knew normal people could run so fast they could almost give Quicksilver a run for his money."

Pietro just snorted as he went to open the door. If it was Mystique she had better have a good reason for not being here for so long. They needed to get some cash and other things and she was the one with the cash. Although how Max kept getting money for food he didn't know, 'That guy most likely thinks no one notices either that he had been doing that.'

Pietro got to the door and pulled it open, he was really going to let that blue skinned shape shifter have it this time no matter who she was. "Okay listen Mystique I have…only…one…" Pietro's jaw basically dropped as in front of him was a tall, girl roughly his age with black hair that was short in the front and very long in the back. She gave him an amused smile and she was a knock out for sure.

"Ah so you must be Pietro," She said in a nearly musical and yet sultry tone smiling at him.

This snapped him out of his daze and grinned at the girl, "Oh yeah that's me all right. So what's a hot thing like you doing in a place like this?"

She still smiled at him, "Moving in."

For a minute he wasn't sure if he heard right, after making sure that he wasn't dreaming that was only one thought in his mind, 'There is a God and he loves me.'

"Delilah what's the hold up?" Came the voice of Morrie from behind her. Pietro looked to see the brown haired boy and Mystique as well as another girl with long dark hair who looked like of pale, kind of like Rogue in a way. All of them seem to be unpacking as well.

"What the hell is going on?" Max yelled out and pulled Pietro away from the door to see what was going on.

"We're you're new recruits," Delilah said picking up couple of suitcases and just walking in through the front door with Morrie not that far behind her. They were halfway to the stairs when they both stopped and smelled the air. "Dear god what is that smell?"

"Oh sorry about that,' Todd grinned, "I got kind of a gland problem."

"Then why not take a shower?" Morrie asked the young gangly looking teen.

Todd righted himself up like he was insulted, "Hey man I took my monthly shower last week." Then suddenly Todd was hit by a lot of water as he was pushed back into the other room looking very wet at Morrie whose arm then reformed from water back into flesh. "Hey! What was that for?"

"You needed it," Hydro-man said to him picking up his stuff, "I can see that I already will be useful enough as it is keeping that guy from stinking up this place," He muttered to himself as he started to climb the stairs. Todd was just drying out his clothing mumbling about how unfair life was when Max noticed Mystique and the new girl.

All right listen up you lot," She told the four old members of the Brotherhood, "We've finally got some new recruits to help fill in the gaps and things will be a bit more differently from now on. I want you all to start training exercises and to start mastering your powers. Things are about to get hectic soon and I want you all to be ready."

Then Mystique turned to Sandra, "Sandra, I can show you to your room it will be the empty one next to mine."

She smiled at the blue woman, "Thanks, I'd like that." She looked at the other members that were living there. Also the house itself it could use a little fixing up but compared to some of the places she had slept before this was defiantly a palace to those buildings. She was led to a nice room on the top floor with a nice bed and a window. She already felt more at home here then she had at her old home with the people who had been her parents. But given how they treated her she no longer could consider such people that.

She stopped for a bit thinking on something that had happened, "Raven…are you sure you made the right choice? I mean…you didn't have to do what you did."

Mystique walked up behind the young girl and placed her hands on her shoulders and turned her around to face her. They had spent a few days learning about her powers but they also had been talking a lot and Mystique had found that it was hard to tare herself away from the girl and she knew the young girl was forming a bond with her as well.

Before they left she had pulled Sandra aside for a reason and told her something. For awhile now Mystique had been a very lonely woman, and so far she had to give up her children one by one throughout her life. Always she carried the emptiness within her about that, never having the family she felt she deserved to have. But with Sandra she felt she had another chance.

She had told her what she wanted and Sandra didn't hesitate to say yes to it. All her life Sandra had never been loved by her parents, never accepted, she had been alone and would have died alone if not for Mystique. She was the first person to actually care about her and Sandra would do anything for her as well.

Mystique had thought of a way to cover for her as with the others. When she had to submit the paper work she had altered it to hide their pasts from anyone that would look at them and to enroll them into Bayville. It wasn't as easy with her no longer as principle but it could be done. But for Sandra she had something else in mind, something special and the woman was glad that the young girl had accepted it so readily. "Listen I wouldn't have asked if I didn't want this. When I look at you I see lot of myself when I was your age. I had no one when I was your age and…I guess I can't just let the same thing happen."

Mystique let down her own personal mask that she always wore, Sandra could see the sadness in the older woman's face and she knew that Mystique was telling her the truth of it. "Then I'm glad for this," Sandra told her.

Mystique actually gave a small smile, "Well then I'm glad too…My daughter."

Sandra smiled at the words and actually hugged the blue skinned woman. Before coming here she had been given a choice to be either under Mystique's guardianship or adopted by her. Since she had never had a decent family life and the fact that she had been more of a mother to her then her real one she had gladly accepted it.

For the first time in Sandra's life she felt she was truly part of a family, although she didn't know just how large a family she had just been taken into at that moment as Mystique hadn't told her yet of her other children.

**-Xavier Mansion-**

Rogue was just fixing herself up for her date with Peter, sure she was nervous about that note thing but there was no way she would let this get in the way. She still found it strange how she was actually dating someone she had always thought she would be always alone because of her mutation. She looked once more at the bracelet that he had given her and a small smile crossed her face.

She looked herself over seeing the orange mesh and matching top and dark pants. She was glad Kitty went to talk with Lance so she had the room free. Rogue just put on the finishing touches as she went to meet Peter later on in by the front door. She passed a few of the people in the hall along the way.

Peter was fixing himself up with a nice dark long sleeve shirt and jeans. He was going to wear a jacket he had since he was also wearing his Spider-Man suit under it and the pockets would help hide the mask, gloves and shooters. Sure he was going out on just a date but with things as they were he wasn't going out and then being caught unprepared.

He went out of his room making sure he looked okay on the way there he saw Jean and Scott also looking like they were going out, "Hey, I see I'm not the only one with plans."

Scott gave a small smile, "Yeah we were going out to a movie. What about you and Rogue?" He asked him, although he was looking forward to it, ever since he stopped wearing those glasses he had still been enjoying the world of Technicolor and seeing things like movies with Jean was one of the things he enjoyed the most. Not only was he with her and could see her full beauty but at least now when he saw bits in movies like where someone was trying to figure out which wire to cut he could at least tell which was which color more easily.

"Cool, Rogue wanted to go to this club downtown, I think it's called The Raven," To Peter it sounded like a Goth bar or something and he hoped he didn't stick out too much.

"Oh I've heard of that," Jean had remembered a few people talking about that including Taryn, "It's like this club where they hold raves and stuff."

Peter felt a bit better at that, "Oh cool, say you think you guys could lend us a ride?"

Scott looked to Jean and shrugged, it wasn't too out of the way and it's not like they would be late for the movie, "Sure I guess it couldn't hurt but you're on your own on the way back."

"Sure thing," Peter nodded and went to join Rogue. When he saw her he had to admit she knew how to dress going out. The black leather pants were very tight and showed off her nice legs. Plus he hadn't seen her in that orange top before and it looked nice. "Wow…You look great," He smiled and he saw her blush a bit as she tried to hide it.

"Thanks, y'all look nice too," She said back to him and saw Jean and Scott coming. She didn't mind the ride there when they told her, since it would cut back on the walking and they were dropped out in front of the club. It pretty much had an open door policy for the building and you could hear the music form outside the two story building.

Peter looked at the sign that had a giant black raven with the name of it in red neon. The windows up front were covered up and there was only on big looking brute as a bouncer in black up front. The line outside wasn't too bad as it only took them fifteen minutes to get in. Inside the place was large with two levels a live band was playing Indy music and there was a long bar for drinks and the usual staff around.

There was of course a huge dance floor with lights and lasers as well as people with those glow sticks and stuff in the darker lighting. All in all it seemed like a cool place. "Nice, didn't know you were the club type," He asked her a bit loudly so she could hear him.

"Yeah well ah lahke ta get out now and then. Plus this is one of tha only places that were good," She said back truth was it had been 'Risty' that shown her this place. That whole thing with her being Mystique the entire time was still an open wound with her. So far that was the second time that woman has lied and used her.

Peter caught her looking off in the distance remembering something and then took her hand. She looked at him snapping back to reality to his smiling face, "Hey let's go and have some fun okay?" She gave him that little smile of hers that he had grown to love seeing and together they headed to the dance floor. Although at first she hadn't been too good at this after that thing with Kitty, Evan and the Dracula play she had learned to loosen up a bit on the dance floor.

She was still a bit self conscious at the start but once she got into the music she started to feel a bit more free. She didn't have to worry about touching another person this time and it was kind of liberating. Peter tried to keep up with her, thankfully all that agility paid off on the dance floor and he had to admire how she looked in the changing light. She looked great as she danced there and he felt he could just watch her dance all night long.

Also inside the club they were being watched the entire time and Peter never sensed him once. He stuck to the shadows and mainly out of sight of his prey but things would get very interesting soon. He had been physically training and studying Peter and his freak friends. They were just like him, they needed to be dealt with. In the shadows out stepped Eddie Brock but he had changed, he was bigger then last time in fact he was bulked up then before as he was in all dark clothing.

He watched the two and knew that the alley behind this building would be the perfect place to start taking him apart. And of course that girlfriend of his was also a nice way to target him and so he started to move. 'Soon we'll have our revenge,' He sent to his other.

At first the idea of being bonded to a living creature was horrifying until he had learned everything about Peter Parker and these mutant creatures. He felt its pain and anger at Peter rejecting it that mirrored Eddie's own taste for revenge against Parker. Thanks to him he had lost his job, stolen his pictures and then sold them to someone else.

He moved to the front of the club and would wait out front to strike. He walked to the alley as his clothing started to liquefy and started to move over him like it was alive. It moved over his features until it reformed over his body with the same white spider design that had been on the living costume that Peter had worn only this time the face was more gruesome. The eyes were more sinister and there was now a large jaw with a long slimy tongue and rows of sharp teeth.

When he spoke the voice was altered into a very dark tone, "Soon Parker you'll see just how poisonous we are to your life. Soon you will know, Venom."

**NEXT UP CHAPTER 11: VENOM**


	11. Venom

**Author's Note: Please if you're going to review don't just put something really stupid like 'it's good' or 'Great…' and that's it I just ignore them and then delete them. I work really hard at this so something like that is just insulting.

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**THE RETURN OF SPIDER-X**

**CHAPTER 11: VENOM**

Peter and Rogue were resting up after the last dance both were a bit tired and sweating a little but both wore smiles on their faces. It had been too long since they had just enjoyed a moment like this. They were sitting by the edge of the building so they could hear each other talk as they finished some bottled water.

Peter couldn't help but look at her as she ran a hand through her hair, 'Damn she really is beautiful…How did I get so lucky?' He thought to himself and Rogue caught him staring. She blushed a bit sill unused to having someone look at her like that. But it felt nice though.

"What?" She simply asked him.

Peter hadn't known he had been staring, "Oh sorry it's just that…well…I was thinking how luck a guy I am to be dating someone like you."

Again she felt her cheeks warm at the comment, Peter had this way of making you tell that he was being totally honest with you with his voice at times like this. She didn't have a response to that, although looking at his brown eyes she smiled at him. Then just as she was going to saw something her watch went off. 'Damn it…Not now,' She thought as he looked at it.

Rogue had set her watch to go off when they had only an hour before curfew. "Looks lahke we only got an hour left. We'll have to walk back now."

They stood up and made for the door when he leaned over to her, "You know…I do have my 'other suit' and gear with me…We could just 'swing' by to the mansion."

Rogue was surprised by that but then she thought back to the last time they had done that. It had been very fun and exhilarating as well. She wouldn't mind another try at that, it was dark so no one would see her face and they could take the long way home too with how fast he was. So she decided to give it a try again. They found the alley right next to the club as a nice place for him to change.

She watched as he took off his jacket and shirt and saw the costume under it, "So that's why ya'll were sweatin' so much."

Peter just shrugged and when he went for his belt she quickly turned around and decided to guard the entrance. Although she had seen him in just his boxers already when that suit left him, she grinned to herself at the memory of seeing him like that. "Okay I'm done."

She turned to see him there with his clothing in a webbed up ball, "How do ya know that no one was lookin'?" It was odd because anyone could just happen to take this alley as a short cut.

"Spider-sense would warm me," He stated matter of factly to her. She kept on forgetting that little neat trick of his. She wished she had that when either Kurt or Bobby got it into their head to pull a prank, she had accidentally walked into one meant for someone else once.

"Well now we beg to differ," They heard a deep menacing voice around them but they couldn't see anything. What really was freaky to Peter was his spider-sense wasn't working, he didn't feel anyone sneaking up on him. That worried him more then just now long this person had been there.

"Who are you?" Peter shouted out trying to find whoever it was.

"Oh you know us Parker, and yes we know who you are. We know everything including that girlfriend of yours isn't wearing that bracelet as a fashion statement."

Both Peter and Rogue looked at each other shocked as she gripped it slightly. How anyone outside the mansion could know about that they just didn't know. She pressed her thumb against the green 'jewel' as it turned red; telling her its power was off. She was lucky she didn't have gloves on and Peter nodded to her as they prepared themselves. "So are you the same guy or guys as it seems giving me the 'love letters'?" He asked the darkness.

There was a strange laughing sound, "You are a bright one, and yes we thought it would be a bit of fun. We wanted to play with you before we killed you Parker."

"Okay what did I do?" Peter asked trying to keep him talking as he tried to look around. "Did I send a buddy to yours to jail? You yourself and you took it personally?"

There was a large thump sound behind them as they turned around, it was dark in the alley but they could both see something moving. It was large and bulky and both teens readied themselves. Then what came into the light made both of them freeze as they saw it. It was the suit only it looked like it found a new host as he was much larger then Peter and there was a gruesome jaw with lots of teeth and a long tongue.

"Oh man you have got to me kidding me," Peter said seeing that suit again. He knew it was it, he had thought that nightmare was over but it looked like it wasn't. Rogue was just as shocked by this as no one ever expected to see this thing again.

"What's a matter Peter? No hello?" The large man said with a large evil grin on his face. "Or maybe you don't recognize me like this." Then the suit pulled back from the face to reveal that of Brock. Peter swore in his head, that night when he lost the suit was still somewhat jumbled in his head but he had thought someone else had been there.

In fact Peter had tried not to think about that night again but seeing Brock's face only brought back a few buried memories into his head. He had been there at the church he was sure of it now. So when the suit left him it must have found him there. Peter felt a small amount of panic now that since Brock knew all of what he said then the suit must have told him. Then it would have told him everything that he had known, he had just put everyone in that Institute in danger now.

Rogue chose to step in at that moment, "What are ya goin' ta do then huh? Ya want ta blame him for ya being such a jerk and tryin' ta expose him?"

"Well that and what my other wants too, see he rejected it and it wants revenge a little concept it learned from me," Eddie told her as the costume went back to cover his head. "We planned to make his life a living hell and then expose the world to you freaks as well."

"Freaks?" Rogue growled out, "Hey have ya looked into a mirror lately?"

"You should mind your manners, mutant."

Rogue rolled up her sleeves, "Go an on touch meh I dare ya." He only laughed at her.

"You may have poison skin girl but we call ourselves Venom for a reason," With that he shot a web line at her encasing her upper body in it. Both of them never expected to see that. Then she cried out as her arms and chest felt like they were being crushed. It was getting hard to breath as well from how tight the webbing was on her. She heard Peter shouting out to her but she was too focused on trying to get air into her lungs.

"Because we are just as deadly as any poison," Venom finished as he let it go. He wanted her out of the fight not dead, not yet anyway. Peter launched himself at Venom hoping to get him out of the way and then get to Rogue fast. His heart was racing as he kicked Venom but it only staggered him. He swung one of his massive arms but Peter ducked.

But only just barely, he had been fighting with his spider-sense for so long he had just gotten used to it but this guy didn't set it off at all. Peter had never fought like this since his powers and it was a little disorienting. Spider-Man jumped over him and slammed his fist against the head but he only got a grunt. 'Great the damn thing sure has made him strong,' Peter thought to himself.

He jumped onto a wall to avoid Venom's fist that smashed the pavement. For a moment he thought he was safe but then Venom jumped up onto the wall like he did. 'Oh come on! Does he have ALL my powers?' he thought before jumping off for a higher route. He was in mid air when he felt Venom tackle him. It was like getting his by a semi as he was slammed against a wall. Just as he was falling Venom grabbed his face and bashed his head against the wall and then threw him across the alley.

Peter groaned, feeling the pain and the spots in his vision. He tried to get up and saw a large blob heading towards him. He fell onto his butt to avoid a punch and then with his feet kicked straight up, hitting him in the jaw. Venom felt that as well as a blow to the stomach and then a right hook.

Peter tried his best to fight him off, but one of his fists were grabbed by Venom's hand and squeezed so tightly Peter thought it would break. He used his left to punch Venom as best he could and managed to break free. Peter saw Rogue was still moving but not too much, he needed to get her out of there and get that webbing off of her.

He made for a move to the right and then dodged left and tried to get to her. Venom growled angrily and then he managed to grip Peter's ankle and used him like a club. Swinging him back first into the solid ground, he shouted out as he hit the wind knocked out of him. Venom didn't stop there and continued to throw Spider-Man against a few objects until Peter was finally let got and hit the garbage.

Peter tried to move but he hurt all over, he could taste blood in his mouth and he could see a few tears into his costume. 'I got to get up…I…Got to save Rogue…oh god I hurt…I mean I _really_ hurt…come on Peter push through it.'

Rogue tried to get up and to move but she was having too little air get in, her sight was swimming and it was hard to focus. She could see Peter in the fight and she wanted to desperately to help him. She couldn't remember feeling so useless in all her life. Her boyfriend was right there fighting for his life and hers and all she could do was watch! She wanted to scream out her anger and frustration but couldn't get enough air for it.

He tried to move but his body wasn't letting him. Venom picked up Rogue by the webbing and encased most of her body in the stuff and threw her over his shoulder. He looked down at him, "If you can get up try and get to the church before morning. That is if you want to see her alive again."

"N…no…Leave her…out of this…" Peter managed to say out to him.

"Sorry but no, you see my other doesn't like her. You threw it away for her so it wants revenge on her as well," with that Peter was helpless as he watched him take her. He tried to move but it was just so hard, but he wouldn't give up. He wouldn't let another person he cared for get hurt.

He then knew he couldn't do this alone he needed help, 'Professor! Please! Can you hear me? Anyone?' He thought as loud as he could hoping that Xavier would hear or was using Cerebro at that moment. It was all he had until he could move his body again.

**-Xavier's Mansion-**

At the moment Lance was with Wanda and Tabitha in the den, since they were the only ones he felt most comfortable with. "Come on Lance enough is enough," Tabitha told him, they both knew why he was in such a mood. "Just suck it up and talk to her, God this is getting annoying."

"I'll have to agree with this one," Wanda nodded sure she had absolutely no experience with relationships. But even she could tell this wasn't good. Of course what he saw in Kitty she had no idea, she was just way too perky for her tastes. It's not that Wanda disliked the girl she could only just take her in small doses is all.

"Look I know, I know," Lance sighed to them as he was laying on the couch moping as usual. It's just that whenever one of them opened their mouths something always came out wrong. Okay he admits that it was usually him that says the wrong thing but for once he was in the right. He guessed that he just let it go on a bit longer because he kind of wanted her to know what it was like for once but that wasn't a good thing to do.

So here he was trying to figure out how to break the ice with her and either not say the wrong thing or come off apologizing when he shouldn't. Wanda was sitting down with her arms crossed wondering if relationships were worth all of this? So far she was still taking classes here with Mr. McCoy who wasn't that bad at teaching, no surprise there. And having counseling sessions with Xavier so there wasn't much socializing for her to do.

She wasn't experienced enough to know what to do in a situation like this. For Tabitha given her last relationship she felt that she was the last person Lance should talk to. But knowing how stubborn Lance was there was no way he'd go and ask the others. He'd rather die then ask Scott for help and Peter she figured was too much of an unknown to him like Kurt was.

After a moment of silence the person they had been talking about walked in. Kitty looked in a bit nervously seeing everyone there. She and Lance locked eyes and Tabitha took that as her queue and took Wanda by the hand, "Come on Wanda you wanted me to help you with that homework remember?"

"What?" She asked as Tabitha dragged her from the room and saw the two left and nodded. "Oh…That, alright then."

Kitty breathed a sigh of relief as they left as this would make things easier. Lance saw up on the couch as she took a timid seat next to him. Neither one spoke at the moment until Kitty spoke up, "Lance…I'm sorry. I never meant to hurt you or your feelings."

He sighed and ran a hand through his mullet, "Well you kind of did Kitty. I want to live my own life and lately you've been kind of making my life for me."

She was surprised by that, "Like how?"

He started to count off his fingers, "Let's see trying to get me to try being a vegetarian, wanted me to do something other then what I wanted in life, oh and I really don't like all those touchy feeling movies."

Kitty frowned, she hadn't realized she had been doing any of this, "So…where does that leave us?"

Lance had been thinking about this, "Look I'll admit we're not the most perfect match…But I still want to give this a shot. Do you?"

"Like of course."

"Well then I say if we're going to make this work we'll have to try and work through this. I mean there have to be some things we like to do together maybe we should just build on that and take it from there?"

Kitty thought about that, it did make sense to her. And she did want to try and work on this, "I think we can try this. I mean I really do like you and I do want this to work out."

He smiled at her and he had to admit when she smiled back at him he felt a bit better about this. He wasn't sure where they're relationship was going but he was glad they still had one. But of course the mood was ruined as some commotion was going on in the next room. Kitty sighed wondering if Bobby had pulled a prank again, "Now what?"

Both teens went to the door and Kitty gasped at the sight of Logan and Jean supporting Peter in a torn up costume. "What the hell happened to him?" Lance said seeing him like this, he looked like he had gone ten rounds with Juggernaut.

"Chuck heard the web head asking for help and we found him like this tryin' to stand up in an alley," Logan told him as they rushed him to the infirmary. They had found him standing on shaky legs holding his rids a bit. He had wanted them to help him out that someone had taken Rogue.

They had to nearly drag him to the side of the van as they had to rush him into the side door before anyone noticed. Logan had taken a look at him and pulled off the mask seeing the bruising on his face and pulled up the shirt to see some nasty ones on the ribs. He had asked Peter what had gone down and to his best of his abilities Peter had told them everything.

The suit, Eddie or Venom as he was now calling himself and him taking Rogue, and of course that the suit gave Eddie all the knowledge he had it seemed as his powers. By the time they were in the infirmary Beast was already looking him over after getting the top of his costume off. Peter was sitting up on one of the beds feeling the cold air against his skin.

When Beast was patching up his ribs and given him a few pain medication pills, Hank had already told him he had some nasty bruising and possibly a concussion. It was then that Xavier, May and the other adults were all there now. Along with Scott and Jean as well, so Peter had to tell them the entire story all over again.

Scott was the first to step in, "Okay so this Venom guy wants a fight I saw we give him one. He's at that church so I say we go there, get Rogue back and take this guy down."

"No, we can't just rush in," Peter winced as Hank tightened the bandages, "he wants me and if he sees anyone else there's not telling what he'll do to Rogue. I won't let her get hurt…I won't let another person I care for get killed…"

May was behind Peter and she felt how strongly he felt about this, she knew that he would always blame himself for Ben's death it was a terrible burden that he placed onto himself. She reached out and touched his shoulder. He looked over at her and she saw the pain in his eyes about what would happen if he lost Rogue to that monster. She also saw his conviction in saving her and that no force on heaven and earth would stop him.

"Then what do you suggest?" Xavier asked him. He had a feeling of what he was planning and he didn't like the thought of it.

"I go to the meet and you guys hang back out of sight." He told them, he had time to think of a plan for this on the way here and it was the best one he had, "I distract him away from Rogue you guys bust in and make sure she's save and get my butt out of the fire, cause in this shape I wouldn't last long."

Scott thought about this, they would need to be careful about this. If they did this wrong Rogue could get seriously hurt or worse, "We can have Kurt stick close to you, since it's night he blends into the darkness more and Jean can keep an open link with your mind."

He looked at the red head and she nodded her head, "If you let me I can use your eyes to know what's going on and if I get close enough maybe Rogue's as well and get a message to her too."

Logan grumbled something about not liking any or this. Personally he wanted to dig his claws into this Venom character and show him why he didn't like people picking on kids. Charles had to admit that this was all risky and saw the worry in May's eyes. Peter looked at her and placed his hand on hers, there was a moment of understanding with the two of them as they locked eyes. She sadly nodded her head telling him to do what he had to do.

"I think we'll need Amara for this as well," Peter suddenly said as he remembered something from when he had the suit. When Amara hit him with a fireball it had really hurt the thing, "Her fire powers we'll need, that suit has a weakness for it and we'll need all the advantages we can get."

"I'll go call her," Ororo said as she excused herself to get the Nova Roman princess.

"Great but since I am going I'll need someone to bring me my X-Men uniform," Peter looked at what was left of his Spider-Man suit it would take time to repair that and the other spare was in the laundry somewhere he thought.

"I'll get, just tell me where you keep it," Jean told him given that he was most likely going to have to take the rest of his uniform off she might as well get the other one since she was leaving. Seeing Peter once in his underwear was enough for one life time as it was.

Peter told her were to find it, so she left him as Scott went to gather up the X-Men and laid out what was going on. He saw May take his tattered clothing for him and Logan went to get the van ready and to suit up. Hank was putting the last touches on his injuries but he pushed that away.

All he could think about was Rogue, because of him she was in danger. Well not this time, he wouldn't lose her and he wouldn't be alone to do it. 'Hang on Rogue we're coming for you…I'm coming for you. And if Eddie had hurt you in any way, so God help you because nothing will stop me from coming after you Eddie.'

**NEXT UP CHAPTER 12: X-MEN VS VENOM**


	12. XMen vs Venom

**THE RETURN OF SPIDER-X**

**CHAPTER 12: X-MEN VS VENOM**

Rogue was a bit groggy, her mind was still trying to recover from the lack of air. She slowly remembered her date with Peter. Then there was that creep with the black costume, the webbing tightening around her forcing the air out of her lungs painfully. She had to fight for each breath she then remembered the fight and Peter losing.

The next thing she remembers was moving through the air, she thought she might have been carried but then she blacked out. Her eyes slowly blinked open, it took her a bit to focus in the night but she saw weather worn wood below her. As her mind cleared up she noticed that she couldn't move and as her head rose up and looked around. It took a minute but she found herself knowing where she was.

It was the same church steeple that Peter and the suit were split apart. The only difference was that the bell was gone. In fact there was a hole in the bottom that was about the size of it. She guessed that Eddie or Venom or whatever he was calling himself had done away with it. 'Okay that can wait, escape now.' She thought as she tried to move.

By now her eyes had adjusted to the darkness, she saw that her arms and feet were webbed together. In fact she was webbed up to one of the supports like she was being crucified. That sent a shiver down her spine but pushed it aside. She knew Peter's webbing only lasted an hour so maybe this was the same. The only problem was she didn't know how long she had been out.

"Looks like the bait is awake," Came the human voice or Eddie as he came out of the shadows. Only now he was dressed all in a black priest robes. "So now we can begin to purify the demonic elements of this world."

Rogue started at him for a moment looking real hard at him, "You went off the deep end didn't ya?"

Eddie just sneered at her, "Keep making jokes mutant, I've been shown the truth. You and you're abominations are a plague on the world. It's time to make clean house and I'm starting with Parker's little hell spawned vampire. Yes we know all about you, without Parker you're a menace to all those around you. You drain the life right out of people."

"Ah can't help it!" She shouted at him, "Ah was born this way! Ah didn't want this kind of power!"

Eddie smiled at her outburst, "Hit a nerve did we? Admit it, you are all dangers to the world around you."

"That's a lie and y'all know it. That suit has been feedin' ya lies."

"Please, my _other_ has opened my eyes freak," His form started to shift as the clothing became all black. Then it started to shrink around his body as more of it covered his head. Then that ugly looking 'mask' part showed itself. Eddie now in full Venom look moved a bit too close to Rogue's comfort. She could see little movements in the suit at this range seeing how it was a living thing.

"You know my other has wondered how best to deal with you're kind," Venom said in his deep stereo like voice. Then to her utter disgust his long slimy tongue trailed along her cheek. It was just as disgusting at Toad's, two thoughts went through her head. First was that he must have turned on her nullifier bracelet before webbing her. The second was trying not to gag from feeling the warm slime on her face.

Venom leered at her with his inhuman eyes, "Tasty, perhaps we'll eat your brains to see just how tasty you are."

Rogue's eyes widened in horror, 'He can't beh serious. That's…That's…That's fucking insane! Oh god this sicko is goin' ta do it too. There is no way in hell I'm stickin' around for this!'

Venom then looked sharply to the left and his large mouth turned into a large savage grin, "Well…looks like we have company."

Rogue turned her head but couldn't really see, but she did hear something. It was the familiar sound of Peter's web shooters and her heart skipped a beat. On the one hand she was thankful that he came for her, on the other she was scared of what would happen.

**-5 minutes earlier-**

Peter in his Spider-X uniform was in the van as they made their way to the church. Thankfully it was late so no one was really out. Scott followed in his car with Jean, Evan and Kitty. In the van with Peter, Logan and Ororo were up front. Kurt was with him as well and in the last seats sat Amara and Wanda. They had decided that they would need the extra fire power and to help her with learning what it was like in a team.

Even thought she wasn't technically on any of the teams Xavier wanted her to go with them to help out. He hoped that this might strengthen her bonding with the others as well as add much valued assistance. This Venom character was a serious threat and they needed everything they could to use against him.

Peter grunted a bit when they hit a pot hole and held his ribs a bit. He may heal a bit faster then normal and his body was tougher but he wasn't invulnerable and he couldn't heal like Logan. At best what took say five days for a person to heal from an injury he could do it in three. But at the moments he really wished for Logan's healing powers.

Kurt noticed his friend's discomfort, "Dude are you sure you vant to do zhis? I mean vhy not have someone use a holovatch and take you're place?"

Peter shook his head, "Would take too long, and you wouldn't be able to duplicate my powers or my voice. He'd see through it in a heart beat."

Kurt nodded it made sense to him, "Man not many guys vould go back out to face zhis guy again in your condition…Rogue means a lot to you huh?"

Peter didn't answer, he just thought about it. Technically he would be doing this for anyone but with Rogue…With her it was just more. He really did care for her, she was fun to hang out with, she knew what it was like to be a loner and outsider. Maybe that was why they noticed each other, they saw that the other could understand them. But it went deeper then that, just how deep he wasn't sure but it seemed that he would walk into hell for her.

"Yeah I do…I mean if this was Amanda what would you be?"

Kurt gave him a small smile, "I vould be doing exactly vhat you would be doing."

In the back Amara was just nervous about being next to Wanda but thankfully the goth didn't seem to be paying her any attention. Wanda did notice her nervousness but pushed it aside as she listened in on the conversation in front of them. It really made her think, here he was just fresh from a major fight ready to go back into it again while hurt. She just didn't understand why someone would go to all the trouble, unless they really cared for them.

Wanda looked out the window, she could barely remember what it was like to have others care for you like that. Her own family had betrayed her on more then one occasion. But listening that the she wondered if Rogue knew just how lucky she was to have someone that cared for her like that. She had to admit that Peter was a very nice guy, and kind of funny. She never laughed on the outside but he did have this way about him. Kind of like Kurt too, she didn't understand how people who faced so much trouble in their life could be like that.

Kurt had grown up isolated from the world all alone, and Peter has lost pretty much his entire family. So why was it that she couldn't get over the asylum? Did she loose more then her innocence in there? Did she leave more then just her childhood in that place? She didn't know but looking at those two made her wonder.

**-Present-**

Peter landed on the steeple and saw Rogue tided up in the webbing and Venom there waiting for him, 'Jean you reading this?' He thought in his head.

'I got you Peter…I'm telling Kurt where she is and he's right below you. Say the word,' Said Jean's voice in his head.

'Not yet, let me get him away from her. Maybe inside the Church, keep him bottled up.' He thought back to her. A moment later he got a telepathic 'nod' from her and he turned his attention to Venom. The others were parked just out of the line of sight. He knew that he would have to take him down that hole there. He was also a little dismayed the bell was gone, he could have used that.

"Okay Eddie I'm here."

"Ah we see you using that other suit now, Venom said glaring at the black and white X-Man uniform.

"Yeah well you trashed my other one," Peter said looking at Rogue to see if she was okay.

Venom gave a small dark laugh at him, "We knew that you would come here at any rate. We thought that this place would be the perfect place to end you. But the trouble was how to get you here," he looked to Rogue hanging there who glared back at him.

"Then we remembered how much she means to you. Take her and you'd follow."

"Well aren't you Mr. Smarty pants, tell me did you read that Dummies Guide to Villainy or did you just steal that from any comic book or cartoon?" Peter said to him seeing him visibly get angry. Well he thought he was getting pissed, the eyes did this freaky movement and his jaw clenched.

"Always with the jokes," Venom nearly growled out.

Peter pointed at him, "You know a good dentist may help with that under bite of yours. Sure you'd still be ugly as hell but look on the bright side you'd have a nice smile at least."

Rogue was wondering just what he was doing, he was only making him mad. But she remembered how he sometimes did that to make the other guy so mad that they don't think too straight. She knew that he must have had an idea and was wondering if the others were here too. It was most likely they were at some point.

"You know Eddie I have seen some bone heads but you take the cake," Peter said to him sounding more amused then anything.

"We are going to use your bones to pick out teeth with bug boy," Venom then lunched himself but Peter dodged it. He couldn't relay on his spider-sense this time around so he had to fight with everything he learned. He rolled up and got into a guard position.

"Come on then, you want me come and get me smiley," Peter yelled at him and then jumped down the hole. Venom snarled and then leaped in after him.

When they jumped down there Rogue began her struggles again only with more effort. But a few seconds later there was the buff of smoke and smell of brimstone, "Kurt!" She yelled in surprise. Although mainly only his uniform and eyes gave him away since his fur blended into the darkness.

"Hey zhere, let me help vith zhat," He told her quickly trying to take the webbing off of her.

"Are the others here?" Rogue asked trying to get a hand loose or something at least while Kurt was working as well.

"Ja, zhey should be here soon…Argh…how are you supposed to take zhis stuff off?" He could rip the stuff and it was really sticky. He suddenly realized this would take a lot longer then he thought it would.

Meanwhile Peter was doing his best to keep ahead of Venom but it wasn't easy. 'How the hell can a guy so _big_ be so freaking fast?' He thought to himself jumping from wall to wall dodging him all the way down as Venom tore into the wood, shredding it with his claw like hands.

"Come on big boy, can't you keep up with all those muscles?" Peter taunted him doing a back flip off the wall and landed on the ground. He saw a door and jumped at it, throwing his shoulder against the wood door. He did bust through it, nearly taking it off its hinges but he really felt pain shoot right through his ribs.

But he had to push through the pain and keep going, he had to keep moving. Brock was fast but he seemed to be a little bit quicker so he just needed to buy some time. He jumped up and web swung his way out of harms each. "You know Eddie this go so much easier if you just took the suit off, trust me that thing it nothing but trouble."

"Shut up! You know nothing of us," Venom angrily yelled out as he felt the sting of those words through his other. Venom gripped one of the pews and tossed it to Peter, "Catch Web-head!"

"Whoa!" Peter back flipped onto one of the large concrete support pillars of the church, "Dude, God is going to be so pissed at you for this."

They went back at it, Peter dodging as best he could trying to keep out of his reach. Not easy with a guy that fired webbing like himself. 'Come on hurry the hell up guys!' He thought wishing they could have parked closer. Although he couldn't keep it up forever and he had miscalculated one move as Eddie managed to tackle him in mid air.

Venom landed on top of Peter holding him down, Peter got an up close and personal look at Eddie's teeth and his slimy tongue. In fact a few drops landed on the mask, "Oh gross man, now I'll have to burn this thing."

"You never stood a chance against us Parker, together we know everything about you. We know you you fight, how you think, we are stronger together then you."

Peter cocked his head for a bit and then looked at Venom, "Yeah well guess what Eddie? You're not the nly one to fight alone."

Before Venom could process that a crimson beam shattered through the heavy doors of the church and nailing him right in the chest. The villain sailed though the air right through the altar. Peter propped himself up seeing the others there, "Damn man nice shot! Jean when you just contacted just then did you send him some info via 'Vulcan mind meld' or something?"

"No, she didn't," Cyclopes said stepping forward, "That was just a lucky shot."

Peter blinked a few times before standing right up, "Man you could have hit me with that!"

A large roar took all their attention off this to Venom ripping the ruins of the altar snarling. He glared at the mutants there. "Oh man…that is one ugly dude," Evan said seeing Venom for the first time. The others also were taken aback a bit by Venom's appearance. The only guy that was even remotely scary looking they had face was Sabertooth and this guy looked just as scary if not more so.

"Oh I see you brought friends. That wasn't very nice of you Parker. We wanted this to be just between us," He took a few steps forward, "But we guess it was only a matter of time before we have to deal with the rest of them. Might as well get it over with!"

With that Venom leaped high up into the air forward the group of mutants. Scott told them to scatter out as they moved out of the way. Scott tried to shot him in the back but he ducked it like he had seen it coming and fire a web line at his feet. Venom pulled hard sending Scott to the floor, he landed hard on his back his X-shaped chest armor helped to take the blow but he got the wind knocked out of him.

"Okay ugly try some of this!" Spyke yelled out firing his bone spikes. They impacted on the surface but the suit looked like it absorbed the blows. For a second they just stuck to his 'skin' but then the suit pushed them out and launched them right back at him. "Damn!" Even dove behind a pew as the bones imbedded into the wood.

Wolverine roared as he charged forward, he had enough of his guy and ducking a left slash by Venom he tried to cut his claws through his ribs. But to his surprise the suit molded not only around his claws but his hand and wrist. That same arm he dodged then had the elbow crashing down on Logan's neck. If it wasn't for the Adamantium then it would have most likely have broken his neck.

"That stung," Venom said as he kicked Logan in the ribs sending him bouncing off the top of a pew. Then he roared in pain as he looked to see Amara with a fire ball, "You! We remember you, we shall rip the flesh from your bones for hurting us!"

Amara gave a started cry of surprise and tried to get her fire form up. She just got it up in time, and stretched out her arms sending more flames at him. "Amara careful you don't burn down the building!" Ororo called out and the young woman saw that the flames were starting to spread.

"Oh no, I'm sorry I didn't mean to," She was still getting used to her powers and stopped the flames and turned back to normal, as Ororo used her power to put out the spreading flames. She saw the suit 'melting' for lack of a better word in certain places. She saw the human under it, but that moment of her being distracted he fired a web line to a pew and pulled it. Amara had no time to dodge as she got caught in the side by it.

Wanda stepped in with Storm as Jean went to check in on Amara. The young girl was cradling her arm in pain, most likely it was either broken or dislocated. Jean had been trying to gain access to their opponent's mind but she couldn't get through. It was like the suit had managed to make his mind impervious to telepathy. Or at least had on very strong shields. She looked up to see Wanda firing her hex bolts they caused Venom's suit to go nuts, shifting and looking like it was hit with a small explosion. It seemed to hurt him, Ororo in the air tried lighting. She scored a hit to his chest and Venom felt the stinging pain.

But he didn't go down, he fired a web line at her but she dodged it. But she wasn't his target he hit one of the supports and pulled it down. Ororo heard the breaking sound and looked behind her to see a piece of large wood hitting her in the back. She was freefalling to the ground But suddenly stopped, Jean had seen this and used her powers to catch Ororo.

Peter went in with a kick to the chest of Venom and fired his impact webbing into his face. Venom was blinded as it where as the webbing encompassed his head. Wanda gave him another hex blast sending him into a pew shattering it. This only fueled his anger and ripped the webbing off his face and went at the goth mutant. Logan jump and tackled her out of the way while Kitty tried to distract him enough for Logan to get her back up.

"Careful kid," He told her.

"I can look after myself," She said to him dusting herself a bit and getting back into the fight. Logan just grunted at her 'tough girl' act and just went with it. He got enough of that from Rogue was it was to see through it at times.

By the time Kurt had freed Rogue, he had to break off a piece of sharp wood from the hole in the ground to cut the webbing, then teleported down into the main part of the Church the battle was in full swing. They saw that they had Venom pinned down, Peter, Scott, Wanda and Logan were doing the most offensive fighting while Kitty, Evan and Jean were doing the defensive. Kitty had dragged Amara out of the area and keeping and eye on her and Ororo.

Evan was just making sure Venom didn't get too close, while Jean helped with her TK shields. "Oh man zhat guy is nasty," Kurt said seeing him.

"Trust meh, he's worse up close," Rogue said seeing the hard time they were having with him. They needed to end this fast and she did have an idea. She took off her bracelet and handed it to Kurt. "Kurt ah want ya ta teleport us right next to him, ah'm goin' ta see if ah can drain him."

"Are you sure zhat's a good idea?" He asked taking care of her bracelet.

She looked at the monster of a man fighting her friends, "No…But it's all we got."

Kurt nodded and took her waist and then he waited for an opening. When Venom staggered back from a punch from Peter and a blast by Scott that was his queue, he telelported at that moment and reappeared right behind him. Rogue immediately reached out and gripped him as best she could. Both cried out from her powers working.

She could feel the mind of the suit, it was totally unlike anything before. It was so inhuman, that it was hard to understand it all. She got bits of memories from Eddie and left over ones from Peter as well that the suit had. Then she felt the overwhelming hate, the hate for Peter from both of them but the suit's hate was deeper.

She sensed something else as she caught glimpses of the suit's warped and twisted mind. Parts of it's origin, it's purpose to bond, and then something she didn't expect. Pain, emotional pain from Peter's rejection, she was totally shock by the revelation that hit her. The suit have been what might be 'in love' with Peter. Not the kind between a man and a woman, but it cared for him just as much.

When Peter rejected it, it was painful to it. There was also hatred to her and jealousy of how Peter wanted her then the suit.

Venom roared out in pain as the suit and Eddie were being drained. Eddie knew that if she held on they would both die. He didn't want to die or have his other die, they were made for each other he was sure of it. For the first time in his life he felt powerful and complete. Then he felt something in the suit, something through their bond. _'I'm sorry'_

'What? What do you mean sorry? We have to fight this,' He thought back to it then the pain started to stop. With great horror he knew what it was doing. It was trying to break free to sacrifice itself for him. 'No! Don't!'

But it was too late the suit started to die off from Rogue's touch. It withered and started to fall off like crumpled bits of a dead leaf. Kurt saw Rogue's pained face and decided to pull he off of him. He fell back onto his butt with her between his arms. She moaned out and then slumped against him. He looked down to see her completely out cold, it had obviously taken a drain on herself as well.

Peter saw this and quickly went to her, "Hey Rogue? You alright?" He didn't get a response, "We need to get her back."

Kurt nodded his head and looked past him. On the floor was Eddie but the suit was no longer on him. Eddie had passed out from the pain of the symbiote breaking the bond between them. Now all that was left looked like the tattered remains of a black and white suit. Kurt wondered if it was dead, it wasn't moving at all.

Then as everyone was gathering loud groans could be heard, "Damn I think the battle weakened the supports!" Scott yelled out, "Everyone out of here now!"

Peter picked up Rogue into his arms and with Kurt teleported out, they took Eddie's body and when they were a few meters of the Church the roof started to cave in, burying the remains of the suit under it. Peter looked at the wreckage and let out a sight, 'Maybe now…It's finally over…At least I hope it is.'

He looked down at Rogue and figured it was now time to take care of their own.

**NEXT UP CHAPTER 13: CLEAN UP**


	13. Clean Up

**THE RETURN OF SPIDER-X**

**CHAPTER 13: CLEAN UP**

It had been a very long night for them but it wasn't over with yet. On the way back while Peter had been holding Rogue the entire trip since she was out cold. He had no idea what the effects of absorbing that symbiote suit would have on her. Whatever it was really did a number on her mind. Although with all the adrenalin out of his system Peter was not only feeling the aches and pains of the night but also his fatigue.

'God what a night,' Peter thought to himself seeing her sleeping form, 'Yeah you got the right idea…Boy I really know how to show a girl a good time huh? I hope most of our dates don't end up like this, I don't know if I can keep up.'

He just held Rogue letting her rest. The last thing he knew before he blacked out was seeing the gates of the mansion.

"Okay we're back," Logan stated and looked back, "Hey webs, you awake?"

Kurt prodded him but he didn't move, "Nope I zhink he's out," Logan gave a disgruntled growl but he couldn't blame him. "I'll take zhem to ze infirmary."

"Yeah go do that…we'll deal with out 'guest' while you do that," Logan told him as he was referring to Eddie. He too was still out, most likely the trauma of what happened to him pretty much left the man totally out cold. Kurt took hold of both his friends and ported away.

That left Logan with Scott to help carry Brock into one of the rooms of the mansion as the others started to file out. "Man what do you think they'll do to that guy?" Evan asked the others as they made their way to the mansion.

"Don't know, maybe the Professor will wipe his mind," Kitty shrugged, "I mean that guy is totally nuts and not to mention didn't seem to like us much."

"Well whatever it is I never want to see that guy again," Amara said trying to stand tall and dignified as she was cradling her arm. She was going to go straight to Mr. McCoy to get her arm looked at.

"Yeah, maybe they'll put that guy in the loony bin," Evan joked but then noticed no one was laughing as he saw Wanda was in their group. She was also giving him a death glare as well, "Oh man, sorry my bad I didn't notice you there." He said lamely.

She just clenched her jaw and walked a bit faster storming past him, "Smooth move Evan," Kitty rolled her eyes.

"I forgot okay!"

"Yeah but still, you know she's like really sensitive about that kind of stuff," Kitty said as they made their way inside. She phased through the door and went to find her, she figured someone had to apologize to her on behave of Evan.

A little later Eddie was place on a couch in Xavier's office, most of the adults were there as they watched on as Xavier closed his eyes and placed his hands to his temples. Eddie Brock was too dangerous a person to just let him walk around. He knew all about them and he had proven to be a danger as well. Even without the symbiote he was still a danger.

Xavier didn't like to do this to people, he believed that the mind was a sacred thing and that doing what he was doing as a deep violation. But to protect his students he would cross that line, no matter how it turned his stomach. Eddie had already hurt his students and he wouldn't allow him to do the same again or to other mutants. Xavier tried to enter Brock's mind but something was wrong, there was a wall around it a very strong mental barrier.

He probed it and it was very strong, this was unexpected. Xavier stopped and thought about this, Peter had claimed that he couldn't use his spider-sense against him so the symbiote must have done something to by pass that. Also since it knew everything Peter knew would it have done something to Brock's mind to protect him from telepathy? There was no telling just how intelligent it was, it had after all manage to hide its presence from both him and Jean while here.

"What's wrong Charles?" May asked him seeing the worried look on his face.

"I can't enter his mind…It's like it was fortified." He said to them all. Jean looked at Eddie as she remembered how she couldn't get into his mind either during the fight.

"The same was for me…I just thought it was the suit," Jean didn't like this at all, if they couldn't erase his mind then what would they do with him? What could they do?

Logan was also thinking about this, "So now what? Keep him locked up in the lower levels? Ya know we can't do that."

Xavier thought about it, "We'll need to keep him unconscious…But I do have an old colleague that I can call. She specializes in this and it's the only place where he will also be kept out of harms way but also will keep him from harming any more mutants. That and they won't believe anything he says as well."

That got Logan's attention as they went to help him in what he had planned.

Meanwhile Beast was busy patching up the rest of them. Most of them just had some bruising and minor injuries other then Ororo how had a bit more nastier thanks to part of the church falling on her. Amara's arm had dislocated her shoulder. After resetting it and giving her something for the pain he put her arm in a sling and sent her off to bed.

This had been a very long night for the princess and the only consolation she had was the pain medication kicking in and the fact Mr. McCoy said she could skip school tomorrow morning so he could check up on her later that day.

Peter and Rogue were still out, Hank made sure Peter's injuries hadn't gotten any worse. He sighed seeing more bruising on him and had to redo the tape on his ribs. Rogue was also out but he drew some blood from her, they had no idea what the effects of draining such a thing would have on her. It already seemed to have did something mentally to her.

Xavier wanted to take a look at her later and in the morning do a few tests on her to see if there were any side effects. Her powers were still largely unknown so what happened to her no one could know. He was putting her blood into a vile when he noticed the door swing open for a split second. He didn't see anyone but he cocked an eyebrow.

Behind one of the beds were Spyder and Jamie. She wanted to check on Peter and Rogue and had stayed up during the night. Jamie of course had seen how worried she was and checked in on her, he had pretty much kept her company as they stayed up like most of the students most likely. It wasn't like anyone could sleep when one of them got kidnapped and the other beaten up, then go off on a rescue attempt.

Jamie sighed internally at this, 'Why did I agree to help her sneak in? We're going to get in trouble for being up so late.' Then he looked at the grey girl and how worried she had been. 'Man…The things I do…'

Spyder was waiting for Mr. McCoy to leave the room so she could sneak in. She wanted to see just how bad he was doing. Although she was glad Jamie was there for her, 'He's always there for me…He's a great friend. I mean he's the best I've ever had. He stayed up with me keeping me company and he could get in real trouble for this. He didn't have to but he did.'

She looked at him and she gave a small smile, she was lucky. When her Uncle was killed she felt her live was in ruins, but she had a great home, people that didn't mind her looks, a 'big brother' in Peter and a best friend in Jamie. She took a quick look and saw that Beast headed into the lab, "Okay coast is clear."

They quickly moved next to the beds and saw the two of them, Rogue looked like she was sleeping but Peter had some nasty bruises on his face. "Oh man that looks nasty," Jamie said seeing him. He looked like he had been in the Danger Room all day at the highest levels.

Spyder didn't speak, Peter looked like he was just resting there looking like hell. She took his hand in hers and gave him a quick squeeze. She felt better knowing that he was alright now, she had lost so much in life she didn't want to lose anyone else.

Jamie placed a hand on her shoulder and she looked at him, "We better go before he comes back," he said gently to her. She nodded her head and they quietly made their way out of the medical room. They walked the halls in silence. Spyder looked at Jamie, "Hey Jamie…Thanks…For you know…Being a good friend."

Jamie smiled at her, "Hey you're my best friend…Kind of what you're supposed to do with friends, right?"

She smiled back at him and to his surprise she hugged him. His face blushed as he hugged her back after a minute, "You're the best friend ever Jamie." She told him. For Jamie he felt like he could die happy at that moment but it came to a close all too soon for him. She broke away, "Come on let's hurry back to our rooms before we're caught."

Jamie nodded and went with her.

Upstairs Wanda was finishing changing into her sleep clothing, mainly red and black cotton pants and a large shirt. 'Damn idiot,' She thought to herself she still was angry with what he said. She still had nightmare some times with that god awful place.

There was a small knock on her door, Wanda signed she really wasn't looking forward to seeing anyone at the moment. But she opened the door and was surprised to see Kitty there. "Hey, can we talk for a quick sec?"

Wanda thought about it but just shrugged, not like she could stop the girl from just phasing through the door. Kitty gave a small smile and nodded, "Well first off just ignore Evan, he tends to speak first and think like later."

Wanda nodded her head noticing that but let the girl go on, "Well I also wanted to say sorry for him…I know that's a sore subject with you, and I can't even guess what it was like."

"No I doubt anyone can," Wanda said a bit softly. She could still remember the cold feel of the cells and of that giant metal one. She really hated that one, it was always so dark and she was so alone all the time in there. Sometimes she felt like she would have lost her mind in there.

"Well…Just know that everyone else knows you had a hard time and we won't like pressure you into talking about it or anything."

Wanda's face softened a bit but only a bit. She was thankful for that even thought she had counseling sessions with Xavier she still didn't like to talk about it.

Kitty's face then turned into a smile, "But let me say that you really kicked butt out there." That got the goth's attention and surprise at that turn of subjects. "I mean you like really stood up to him there and I think everyone on the main team will respect you more from how you handled yourself."

Wanda was at a loss as to what to say. She couldn't remember the last time anyone praised her, "Uh…Thanks."

Kitty just shrugged, "Hey like no problem, besides nothing like fighting against a common enemy to make people a bit closer. Trust me I so totally learned that while here, but you really did well maybe even one day when Xavier thinks you're ready you'll be put into our team."

Wanda was silent a moment thinking about that, "You sure the others won't mind having a former 'enemy' and a nutcase on the team?"

Kitty just gave a small laugh, "Well you like forget, Rogue was Brotherhood too and she has 'voices' in her head. Besides I think we're all a little nuts, what sane person would willingly go into a room with death traps in it as training?"

That actually made Wanda smile a bit, "Okay I see you're point."

The younger girl nodded, "Well I better be off, it's late and I got school in the morning…God it's going to be such a long day." Wanda nodded her head and let her out. She felt a bit better now actually, sure Kitty's valley girl talk was kind of annoying but the girl had a large heart it seemed. It got her thinking of maybe trying to make a few more friends around here.

Kitty was making her way to her room, yawning as she got near it. "Hey Kitty there you are."

She turned to see Lance there and she gave a soft smile. "Hey."

"Hey, so how did it go?" He asked her although he was just really glad she was okay.

"Well…It went okay, but not great. A few got injured, Peter and Rogue are still in the infirmary…but I'll tell you about it in the morning which would be like in about five hours."

He nodded his head, "Well I can wait, just wanted to see if you were okay."

"Thanks Lance, that means a lot." She kissed him on the cheek and went to her room. Lance smiled as he went to his as well.

**-The Next Day-**

Behind the Brotherhood house the new people were doing training early morning with the older members. They mainly had been doing combat drills while in uniform. The new guys had their own, Hydro-Man was in a black one-piece with dark blue on the side of his. Delilah was in a purple one-piece that showed off her body, with piece showing skin. Like her arms, and legs wish had long legged boots that went up to her high and gloves.

The last one Sandra had on an all black look. She had on a black top with jacket, with leather pants and combat boots. Although now she would be going by her code name, Shriek. She did have enhanced human strength, nothing in the class of say Blob or Delilah but she could pick up a grown man off the ground with one arm. But mainly her powers were sonic attacks from her ability to control sound.

She also liked to wear light blue make-up against her pale face and even drew on a diamond mark over her left eye that glowed when she used her powers.

Mystique was watching them all carefully, from now on the Brotherhood would train diligently under her, no more slacking off would be tolerated. Already they needed to learn how to fight as a team, so she could pair them up and make them keep doing an exercise until they would help the other.

She also made them do push ups and jog as well as any other exercise she could come up with. Mystique would give them all harsh hand to hand combat lessons showing them how to effectively take out another person. Sometimes in the most brutal manner, Delilah really seemed to enjoy that as she had a natural talent for fighting.

Hydro-Man was coming along well enough, Electro still had a bit of a problem taking orders but he seemed to grasp that what they were doing was important so he didn't talk back to her much. She knew that Max was looking to gain as much knowledge as she could. Quicksilver was being a problem as usual but she gave him a stern talking to in front of everyone.

That if he didn't start to act like a member of the Brotherhood his own father would have no choice but to place him somewhere else. That had shut him up after that, despite everything he wanted to please his father for some reason.

Blob and Toad took a bit to get them whipped into shape, they had gotten lazy and she wouldn't have any of it. It was hard to find exercises for Blob to do but she worked around it, but for Toad she increased it. He was the furthest behind and needed to catch up.

Sandra or Shriek was doing very well, and she was proud of that. Her new daughter seemed to be everything that she wanted in a child. She didn't let up on her though, but she never once complained in fact she seemed to work extra hard just to please her. They were still learning the full extend of her powers but it seemed Irene had been right about her. She was definitely worth recruiting.

"Alright that's enough for today," She ordered and they stopped what they were doing, all of them breathing hard and sweating. "Get cleaned up, eat and then go to school, we'll pick up later when you get back."

They slowly moved off back to the house, "Oh man I don't know how much more I can survive this yo," Todd groan, his entire body ached.

"Well you know what they say frog boy, no pain no gain," Morrie said grinning at the little guy.

"Hey lay off of him," Fred warned him, he didn't like people picking on Todd. He knew what that was like and Todd was his friend too.

"Okay that's enough," Max said not wanting to get into a fight this morning. He was too tired to zap them, "I'm sick and tired of getting my butt kicked in this town and I don't know about you guys but you must be too. So I say we suck it up and train cause I want to teach those x-geeks a lesson they'll never forget."

"I hate to say it but I agree with him," Pietro said sourly, he really didn't like to agree with him but he liked losing to the X-Men more.

Delilah stretched her arms up over her head working out the kinks, and noticed Pietro steeling a glance at her when her chest moved out a bit from it. She grinned internally, 'Men can be so predictable. Show some flesh, some cleavage, a little pose here and there and they fell right all over for you.' She thought to herself. 'Who ever said women were the weaker sex never saw a man trip over himself as a pretty woman walked by.'

Later that day before classes started a few of the X-Men were sitting outside on the benches. Amanda was with them as she listened in on what happened, sitting next to of course Kurt, "Do you guys do this kind of thing all the time?" She asked them.

"No…well…not really," Kitty shrugged with Lance.

Jean nodded next to Scott holding his hand, although neither one had noticed it at first, "Let's just say our lives are never dull."

Amanda had to smile and shake her head, "That's an understatement. But how are Peter and Rogue?"

"Still resting," Scott signed, "Peter took a nasty beating that night and Rogue went through something that no one knows the full effects of. They're planning on doing some tests on her when she wakes up to see if there are any lingering effects."

"I hope they're okay," Amanda said very serious about this but lightened up a bit feeling Kurt wrap his arm around her waist. "So…How is the Paul and Taryn fronts going?"

Jean and Scott had told them about thinking about letting them in on the big secret. Since Doc Connors and his family, plus Amanda was proof that mutants and humans can get along. But it was hard to tell how they would react. They didn't want to lose them as friends but hated lying to them all the time.

Jean and Scott shared a look as they 'talked' about it in their minds. Something that seemed to be getting easier and easier for them to do lately, "We're…Still thinking about it," Jean sighed.

"Well I think if you handle it right they'll accept you," Amanda offered them.

They went on to talk about other things, like what where the school's chances to win the next big game when Lance saw something that caught his attention, "Hey, look at that."

They all looked and were surprised to see the Brotherhood walking to school but what really got their attention were the three new members. There was a blond haired teen in jeans and a black shirt. Then a dark haired and very attractive woman that from her attire 'modesty' wasn't in her vocabulary. She was in heels and a very short mini-skirt with a shirt on that seemed one size to small.

Lastly was a girl that was as pale as Rogue but with a different goth style to her. She had a mane of raven colored hair and black lipstick and eye shadow. She wore black leather pants a dark shirt top as well.

"Oh man…Looks like zhey got new members," Kurt said seeing them.

"Yeah…I think we should tell the Professor when we get home," Scott said looking them over, they looked like trouble all right he was sure of it. They had an arrogance about them and from the looks of it even the older Brotherhood members seemed to have gotten a confidence boost. "He will want to know about this and maybe find out who they are."

**-New York-**

In the New York area in an out of the way area there was a walled off multi-leveled building made from old stone and mortar with barred off windows was the Ravencroft mental institution. An area that specialized in violent criminals, who were also insane. In the halls walked a lovely looking woman with short dark hair about in her mid thirties. She wore a doctor's coat and was looking at a clipboard of one of their new guests.

She was Dr. Ashley Kafka, and was in charge of the facility. She looked at the preliminary work she had of the person and she had to admit this new case was suffering from Delusions of grandeur, as well as lots of anger and rage. He felt that the world owned him and that he was here to clean it up. She had only a few sessions with him but already she could tell he was dangerous but only to a select few people.

He made it clear that he wished harm to certain types of people, and so she had to agree he was a danger to the public. She walked through the halls as she passed security check points. They took their security very seriously here, since all the inmates were too deranged and dangerous for most prisons. But that didn't stop her to try and help some of these people. Some of them she felt she could cure.

She made her way to the fifth floor and through a heavy security door with guards that always carried none lethal weapons. Tasers, tear gas, riot shotguns with rubber bullets and other such things, although she didn't like the idea of hurting them she wasn't stupid. Some of these people here wouldn't hesitate to kill her, or much worse. There were people here that just gave her nightmares with what they had done.

Then as she made her way to a individual cell she saw that a chair was already placed there. She sat down and looked through the reinforced bars and looked at the man behind it. "Well then, shall we continue Mr. Brock?"

Eddie looked at the doctor, when he woke up he was in a mad house. He told them about mutants and how they were a threat to the world but they didn't believe him. They needed to know that mutants needed to be taken care of, they were abominations and dangerous. But he was stuck here, amongst the lunatics and no one would believe him.

"Yeah fine…Whatever doc, not like I got much else to do here," He told her.

Little did anyone know that night back in Bayville something was happening. In the wreckage of the church where the city was still cleaning up the wreckage something moved. It was going to take days to clean up all of the material but that night when no one was working on it a few of the pieces of debris moved. In the moonlight you would be hard pressed to see it, but a black liquid substance with a mind of its own leaked out.

It moved on its own and made its way to a storm drain to get out of sight. It had only two thoughts, first was to find its host again. It could still sense it but Eddie was a long way from here, it would take time to reach it.

The last thought was revenge, against Peter and his friends for what they did few nights ago. It had taken the last of its strength to reform after Rogue nearly killed it, but it still survived. Once it rebounded with Eddie they would make them all pay.

**NEXT UP CHAPTER 14: WAKING UP**


	14. Waking Up

**THE RETURN OF SPIDER-X**

**CHAPTER 14: WAKING UP**

The first thing Rogue felt was the mother of all headaches, her head felt like it had been put into a blender. She opened her eyes and winched at the bright lights, it took a moment before she squinted to see the white tiled ceiling. 'Oh great the infirmary,' She tried to move but her body protested at first.

But she managed to sit herself up and looked around, from the aches in her muscles she guessed she must have been out for awhile from being in the bed for so long. She groaned out at the throbbing in her skull, 'God…Okay that's tha LAST time ah try doing that.'

Absorbing that thing was one of the worst things she had ever done. It was still all mixed up in her head, it was unlike any mind she had ever had but she had to stop him someway. She sat back trying to replay all that she saw, there were mixed up images from what she knew were from Peter, some must have been from Eddie but the most bizarre ones must have been from the suit.

The images, and feelings were just…inhuman was the only word to describe it. But she really didn't want to think about it, she guessed she would get nightmares about it some time or later. She hoped later, much later. She really didn't want to think about it, that thing's mind was just too inhuman to fully understand. But she did remember the coldness it felt towards Peter and the others. The part of it that was 'jealous' of her at least that was the only emotion she could relate to it.

It also felt how it cared for Peter since it was its first host but it was kind of disturbing actually.

She pushed all of that aside and tried to clear her mind. Then she heard a flushing sound and then some running water, a door on one of the near walls opened and she saw Peter there, although he looked like hell. He only had on the lower part of his uniform as his torso had bandages on it and there were bruises she could see, there were a few on his face and the only thought was that he got all of that because of her.

She remembered that he had taken a beating when she was captured but despite that he went after her and even got more hurt. Rogue never once thought that anyone would go through so much just for her, she knew Peter cared but…To go through all that to see his body like that…It was strange feeling inside of her, like Peter would go through hell just for her and it made her feel very special.

She also felt like crap that he had to go through all of that for her. He looked at her and despite the way he was moving that showed he was still hurting somewhat, he smiled. "Hey, morning sleeping beauty."

"Hey…Ya look as bad as ah feel…"

He just tried to shrug and sat down next to her, "I'm okay, nothing permanent…How are you feeling?"

There was that feeling of guilt and feeling loved again running through her. He asked how she was despite the fact he looked like he went ten rounds with both arms tied behind his back. "Well…Mah head hurts a lot…but nothin' serious. Just a bit sore for layin' on mah back…how long was ah out?"

"About a day," He asked her taking a chair and sitting next to her. He had kept the bracelet on her so that he could have held her hand while he watched over her. "They said they want us both to take it easy for a few days until we're checked out."

Rogue nodded her head, then noticed Peter left and came back with a bottle of aspirin and water. She eagerly took it thankful for something to help with this. She took a moment after she took the pills before speaking, "Peter…Thanks."

"Wasn't that big a deal, I knew where he kept that."

"No that's not what ah meant…" She looked down and sighed. She was never really good at getting her feelings out but even though Peter made her feel all these things. He made her feel better about herself, made her smile more he made her happy. In fact since they started to date she felt a lot better about her life and herself. She could touch thanks to him and that was a lot of weight off her shoulders.

"Peter…Ya risked a lot for meh…Ah mean look at ya." She looked up at him her eyes close to tears at the sight of his body.

Peter looked at her green eyes and he reached out and with his hand stroked her cheek, "Yeah but it's a price I would pay Rogue…I lost so much in my life…so many people I cared for. I barely remember my parents…my uncle is gone…I just can't lose another person I care for…"

She had no idea what to say to something like that, what could she say? All her life she had been alone, no real friends and Irene as her only family. Then when she joined here she started to slowly not feel so alone in her life anymore. Ever since Peter entered her life she felt that loneliness leave her. In fact that was something she did remember with the symbiote, it had been so alone and when it bonded with Peter it felt complete in some strange way.

That's how she was starting to feel as well she realized. Peter made her feel complete in a way like the suit had, that she found someone that helped to fill a void in her life. All this time being alone she thought was her fate in life, but it wasn't until this moment that she felt that she didn't have to be alone. It was her choice and she didn't have to lead her life like that anymore.

So since she had no words for to say she placed her hands on his face and pulled him down for a light kiss. He happily enjoyed the moment, her lips were nice and soft after a moment they pulled apart Peter smiling. "I take it that's a 'thanks' then?"

She only grinned at him shaking her head in amusement. "God ah must look lahke a mess," She said realizing after she felt her hair all messed up from sleeping in a bed so long. She didn't even want to think about how her makeup was looking in front of him.

Peter smiled and cocked his head to the side as if studying her, "I don't know…the whole bed head thing works." She just rolled her eyes and contemplated punching his arm but that damn spider-sense of his would most likely warn him anyway. Then Peter's shoulder's slumped, "Sorry that our date turned out like that. We don't seem to have the best of luck huh?"

She nearly laughed at that, "Yeah no kiddin' ah swear it's lahke we're cursed in datin'."

Peter nodded his head, "Yeah…How about next time we just stay in and watch a movie?"

"Fahne by meh, at least that will be safer." Then she looked around, "So…anything goin' on while ah was out?"

Peter scratched the back of his head, "Well from what I heard the Brotherhood got a few new members." She was surprised by that as Peter filled her in on what Spyder heard, who heard from Jamie who heard from the older kids. He didn't know much but both teens had to agree this wasn't good at all.

"Peter do ya think ya can get meh some spare clothing? Ah really want to change after ah shower," She asked him since she noticed that she was getting kind of ripe.

"Sure thing, I'll tell Hank you're up since he's tutoring Wanda at the moment I think." Peter got up and planned to get some clothing himself.

"Thanks, ah'm just glad the infirmary has its own little shower down here." She said getting up off her bed slowly.

"You want any help?" Then he saw the shocked look on her face and he noticed how that sounded. "Oh god no, not that, I mean sure as a guy-no I mean…I mean help you over there…not help you…uh…" He tried to say something but he couldn't as his face was all red from embarrassment.

Rogue's cheeks flushed a bit too as she had taken it the wrong way. She did care for him but she was no where near comfortable enough to think of their relationship going that far. Although she had seen him in his underwear…She smacked that thought aside, "Uh…yeah ah could use some help…gettin' over that that is,' She quickly added.

Peter helped her up as she was still a bit unsteady on her way there, she thanked him and closed the door looking in the mirror, "Oh gooooddd," She groaned seeing her appearance, the fact that Peter would kiss her in such a state proved how much he cared. She looked like hell. She sighed to herself stripping off her old clothing and wanted to take a nice and very long hot shower.

**-Bayville-**

Meanwhile at school Jean and Scott were coming to terms with something else. Lately they have been thinking on letting in Taryn and Paul in on the secret. Both would like it if they could just tell them but they were also afraid they might not take it well. They were both in Dr. Connor's science class, after that whole Lizard thing he had become a very good friend of the them. His son was good friends with Jamie and Spyder as the two played together and hung out a lot of the time. His wife talked with Ororo and May as well and Dr. Connors of course kept in touch with Hank and Xavier since he was still fascinated by genetics.

Although he had also thankfully stopped any and all research into re-growing his limb using reptile DNA after he had been cured. _'Jean are you sure we should ask him?'_ Scott thought out, one of the advantages of taking a telepath was being able to talk to each other without anyone listening in on them.

'_Well maybe he can offer us some advice,'_ Jean was hopeful for this. They had talked to Xavier long and hard about this and with events had shown that maybe humans could accept them. Although apprehensive he would allow them to use their best judgment. Jean really didn't want to try and erase their memories if things went sour since it was very invasive to her.

Scott would like to be able to bring Paul into their world, he just didn't know how to go about it. He knew that Jean felt the same with Taryn too.

They continued on with class as normal but then waited for the bell to ring. They waited for all the other students to file out before going up to his desk. He looked up smiling at them, "Can I help you two?"

"Yes…Dr. Connors…we've been thinking about letting two of our friends in on the secret," Jean told him. The older man sat back in his chair and nodded his head.

"I see, well if I had you're secret at such a young age I know it would be a large weight on my shoulders," he leaned back and rested his hand on the desk, normally he used to cross his arms but that changed after he lost one of his arms. "I take it you both have been thinking a lot about this?"

"We have, I mean with May, you and your family and Amanda all taking this well…" Jean began while Scott finished for her.

"We just want to bring our closest friends in as well."

Connors nodded his head in understanding, "Well I think you have the best judgment but perhaps lead them up to it. You don't want to shock them too much and of course perhaps show them the mansion and the others as well so they don't know they aren't crazy." He smirked.

"Or that we are," Scott muttered.

"Well thanks anyway Dr. Connors," Jean told him.

"Anytime and if you need any others like myself to help them along please allow me to help. It's the least I can do for you all," He genuinely offered them, they helped him to give him back his life. To him that was a debt that he would never be able to pay off.

Both Jean and Scott talked about it and decided on a plan of action, they would get Taryn and Paul together and slowly lead up to it. They were both really nervous about it but they felt that they needed to do this. By the time the final bell sounded for the school day Jean was leading Taryn and Scott was with Paul as all four teens were brought to a small out of the way and private section on school grounds.

"Hey Scott what's all this about? You said you wanted to talk about something important?" Paul the blond haired boy asked, seeing Jean and Taryn here also was a little confusing. Taryn was just as confused herself.

"Guys, you mind letting us in on what's going on?" She asked looking to Jean for answers.

"You guys might want to sit down," Scott sighed as they took one of the benches that were around the area. Both humans looked at each other both wondering what was going on, this was highly irregular for these two.

"Guys…I'm uh…not sure how to start this," Scott said nervously scratching the back of his head. In a mission or in the DR he was fearless but take him out of that and he hated how that same courage failed to show up. "Me and Jean have a secret and well…we wanted to tell you both for a while now."

Taryn looked wide eyed at Jean, "Oh god you're not pregnant are you?"

"No!" Jean said shocked by that, hell she hadn't even had sex yet, "It's not that trust me on that."

"Oh thank god I was worried there," She said sighing to herself. Although if it wasn't that she sure as hell wondered just what was going on and what this big secret was.

"Come on Scott we've been friends for years you know there's anything you can tell me." Paul offered his long time friend. Scott gave a small smile and prepared to take steps to this.

"That's the thing…See me and Jean have been keeping this secret for years, ever since we came to Bayville."

Paul thought about it, it couldn't be that they were both gay or something it didn't make sense. Taryn was the first to get and idea, "Is this about that mansion you and all those others stay at? I mean I know it's kind of a boarding school but well…something always bugged me how you went to school here but didn't there."

Jean gave a small smile, "We do learn there too…Just…Not the kind of things that you'd normally expect."

"Guys there is a reason we had to keep this a secret. If people found out well…They wouldn't take it well, I mean people have always had a hard time of those that were different."

Now both humans weren't sure what to make of this at all. Taryn Fujioka being half Japanese knew somewhat of what they were talking about. She remembered how her mother an American had met her father who was from Japan and how hard a time they had back then. She was thankful that she really didn't have to worry about all the prejudice that her parents had to go through.

"Scott…when you guys say different what do you mean by that?" Paul asked him.

Jean took it from there, "You see, we learned at an early age that we…weren't like other people. We had certain gifts that no other person had. Xavier found us both and everyone else there and helped us with them."

"Okay I'm starting to get a little freaked out here," Taryn stated hearing all of this, "Will someone tell us what's going on or not?"

Jean sighed and reached into her backpack and after looking around to make sure they were alone placed a book on the table. She closed her eyes and both humans stared when the book started to move and hovered off the ground for a few seconds before she dropped it.

There was utter silence then for about a minute and it was one of the longest minutes in Jean and Scott's life. Finally Paul spoke up first, "Okay that had to be a trick right? I mean like a magic trick?"

"No it's not, I'm a telekinetic a real one." Jean said seriously to him. She could sense what they were feeling and she hoped they wouldn't act on the fear they were starting to feel.

"I got my own abilities as well, in fact that's why I had to wear those red shades all the time. Until now I couldn't control it and I was pretty much handicapped by it." Scott explained to them hoping that if he told them that there were downsides to it all it might help in some way.

"You guys are putting us on right?" Paul asked him, hoping that because it was that or he might be losing his mind.

"No we're not," Scott sighed and looked at both of them, "If you really want the full truth…Then maybe you should visit the mansion and see for yourself."

"We're trusting you two with this," Jean urged them, "We hated keeping this from you but we wanted to tell you. You two are some of our closest friends and well…We wanted to bring you further into out life."

Taryn didn't know what to think, just a few moments ago it was like her entire world had just turned upside down. She thought back to all the years they had known each other and how Jean had kept this from her. There were strange moments like her having nasty headaches now and then but she never would have guessed this. She still remembered when they were fifteen and she slept over at her house, how they stayed up late and had fun.

Did this change any of that? Did this change the past?

Paul was just stunned silent as he too was thinking the same things with her. He looked at Scott and all he saw was his friend, plus they had come to them with this secret. They trusted them with this, could he betray all of their friendship because of this.

"Okay…just to prove that I'm not going nuts…I'm going I…I want to know what you've had to keep from me all these years." Paul finally said. Jean looked to Taryn hoping that she would be the same, she could sense her confusion, apprehension about all of this but she looked at Jean and gave a slight nod of her head as well.

**-Unknown Location-**

All he knew was blackness, the dark void was all he knew. He couldn't even remember his name at the moment he couldn't remember anything. When he tried all he got were confused images. He tried to fight though the darkness.

_Who am I? Where am I? What happened to me?_

He tried to move but his body felt like it was miles away, like his mind wasn't even connected to his body. He tried to think to force himself to remember, he tried to remember his name above all else maybe with that he would start piecing it together.

"How's the patient?" A voice said through the darkness.

"Same as usual still unresponsive," Another voice they were muffed and slightly distorted but he couldn't place them.

_Patient? Was I injured?_

"I'm not sure I would want to wake up giving what happened to him."

_What, what happened to me?_

"I still wonder why they haven't tried to cut those off."

_Cut what off?_

"They tried when they first brought him in. Saws, laser cutters, diamond drills they tried it all but whatever that thing it made out of it's tough. Only managed to put some scratches in it and nothing much else. Although from the reports that harness was welded to his spine."

_Harness? Welded to my spine? What in God's name happened to me?_

"How did he get like this?"

_Good question and one I would like to know._

"You know how those two freaks attacked that lab in Bayville?"

"Oh yeah it was all over the news, a few people got killed in that I think."

_Wait…Lab…That…That sounds familiar…Yes I think…I think I was working in a lab…_

Images of a lab entered his mind, it was large and he was working on something. There was some type of chamber, the place was filled with lots of equipment and there was a logo on some of them. The image read Oscorp on it. He remembered working on something very important to him and then an alarm sounded.

People were running but he was stuck he looked down and was connected to something, but he also refused to leave. Whatever he was working on it was important to his life.

"They say all his research was destroyed in that."

_What! No! _

Even thought he didn't know exactly what he was working on something deep within him was telling him that this was the worst thing that could have happened to him.

"They shut down his project, hell the boss man wants him kept under wraps. I mean the press would have a field day with this. You just see the Bugle now; Man horribly disfigured in Accident."

"Yeah no kidding, poor sucker…If that were me I'd never want to wake up."

_What happened to me? I've got to move…I've got to…wait…there I felt something…I think I can feel my body again…_

In the darkness he could feel his body but it felt strange, like there was much more weight to it. It felt heavier and there was this cold feeling wrapped around his chest. But he ignored it as he continued on trying to open his eyes to move to speak.

"Well you better get going I can handle it here."

"Sure thing, take care." With that he could hear one of them leaving, he suddenly realized that other sounds were now registering. He could hear an air flow, peeping noises, and the shuffling of another person.

Then with great effort he began to open his eyes. The world was very bright, too bright at first and it gave him much pain. He moaned and that brought the attention of the other man to loom over him, he looked up at the unfamiliar face.

"Well know this is a surprise, coming back from the dead eh doctor?"

"D…Doctor?" He said confused his voice was harsh and raw. He noticed how dry his mouth and throat were and it was starting to come back to him. His name, was first and then it was followed by pieces of his life. It was like his life was flashing before him, at another time he might find his amusing given that people only said this happened near death. He recalled the experiment clearly now, he had been working and unwilling to leave it behind.

There had been a small explosion and then everything went dark. "W…Where…am…I?"

"No need to worry about that," He followed him with his eyes and noticed him going for an IV feed, most likely it was his. "I've had ordered that if we could cover up you're little…accident, then I'm afraid it would seem that you died from injuries form it. Sorry, it's nothing personal but Mr. Osborn can't have it common knowledge that some of his employees were turned into freaks."

He watched at he took out a syringe and he knew what was coming. He didn't understand why they would, he didn't seen to be in any damage at least he could feel everything. "N…no…" He tried to reach out but his body was weak from being on this bed for who knows how long.

"Don't worry this will be quick and painless," He looked at him with a small apology on his face and was about to inject it when there was a sudden rattling. He looked down at where it was coming from and his eyes widened. The next thing either of them knew a large metallic smooth tentacle flew out gripping the man by the throat.

He was shoved into the far wall with enough force to leave an impression. No one was more surprised then the man in the bed, he froze in horror of what happened. By the angle of the head and limp body he knew the man's neck was broken and was dead.

The shock of it nearly sent him into a panic, then the metal limb fell down as though dead. He then managed to look down and the horror continued. He knew this thing, and as he followed it he suddenly realized why his chest was so cold. He was wearing the harness.

His chest was bare and laying along the edges of the bed where the other arms, all motionless. He had developed these for his research. He tried desperately to pry it open but the latches were fused shut. "Come on, open damn you open!" His fingers worked into the metal but nothing would move. If only his hands weren't so weak.

With that thought two of the metal limbs came to life and went to the metal torso. He was shocked by how quickly they moved. "They never moved that fast before…" he gently tried to control them, normally it took a lot of concentration but it was much more easy now. It was like they were a part of him, but he knew that was impossible…unless the nervous system had been fused to it…

That wasn't a good thought at all, if his nerves were fused there may be no way of getting this off but he had to get out of here. If one person tried to kill him then there would be more. He started to rip off everything that was connect to him but when he got off the bed he fell to the floor.

He looked to his left seeing the body and knew he was in trouble now, who would believe him if he said it was an accident? 'I need to get up, I need to get out of here!'

His new limbs moved and hoisted him up off the ground. 'Okay…now I need to get out of here…' He used on limb to grip the bed and throw it through the window. With his new limbs he moved over to it and saw that it was night. "Osborn…This is because of you…I swear that I'll get you for this…You will learn to fear the name Otto Octavius."

**NEXT UP CHAPTER 15: CHANGE IS COMING**


	15. Change is Coming

**THE RETURN OF SPIDER-X**

**CHAPTER 15: CHANGE IS COMING**

Rogue was feeling a bit more refreshed now after that long hot shower. The water felt very good against her skin and her muscles. The small bathroom only had a standing shower, a toilet and a small sink with a mirror. It was mainly used for those that were in the medical room and not really for public use. She dried herself off and then had the towel wrapped over herself as she wiped the fog off the glass. She looked a bit better now then she had although totally out of her make-up.

Although she did feel a bit strange lately, she hadn't noticed it at first but her mind felt…clearer. It was strange because ever since she started to absorb people she always had their thoughts running around in her head. Xavier had been teaching her how to shut them out but it was hard. Even with the nullifier on it was hard. But they were strangely silent, well not totally she could still 'feel' them in the back of her mind but it left her confused.

She was going to have to walk to Hank about this when he ran the tests on her. She suddenly winced at the moment feeling like a spike had been driven into her mind, "OW! Damn it!" She muttered as a hand went to her head. Then the voices came back only now it was hard to hear anything but them, she felt she was drowning in them then it all went silent.

She found herself sitting down and breathing hard, 'God what was that?' She thought as she tried to think. Never had she ever experienced anything like that. It also left her a bit scared, did that suit mess her up in some way? That thought sent a shiver down her spine, she only now had some measure of control thanks to Peter but if something worse happened…

She got up and looked in the mirror her eyes filled with fear and pain at the possibilities. 'Damn it, it's not fair!' She yelled out in her mind, 'Why? Why do ah got ta have the messed up powers? Why am ah cursed? Why can't ah just have a nice and normal life? Why can't ah beh happy?' She felt close to tears at the thought of something horrible happening to her.

Suddenly a knock on the door got her attention and she jumped from it. "Hey Rogue you finished? I got you some spare clothing." Peter's voice called out to her. As usual his voice made her heart filled with happiness. She was also worried if she should tell him, she knew that they had to be more open but she was scared of worrying him.

She decided to tell Hank during her physical exam so that if she should be worried then she would tell him. Rogue placed on the bracelet and turned it on as she opened the door only a crack. She noticed him plus a bit seeing she was only in a towel although mainly jut her leg and bare shoulder.

She also had to blush a bit, she had never been pretty much this exposed to a guy before even if they were her boyfriend. Peter snapped out of his thoughts seeing her and wondering what she looked like under that. 'Not now Peter…No mater _how_ tempting that image is,' He chided himself. "Here you might like these better," He offered her a pair of her black pants with her purple top with the exposed shoulders and a shirt to wear under it.

"Thanks," She smiled as she happily took it and then looked through it, "Hey how come there's no…oh never mind." She said realizing that Peter didn't put in any new underwear because then he'd have to go through her bras and panties and that was kind of personal stuff.

Peter blushed a little redder and scratched the back of his head knowing what he missed. But he didn't want to snoop through his girls undergarments. They hadn't reached that level of intimacy yet, plus if anyone saw him trying to explain that would be hard. It was hard enough explaining to Wanda when she was on a break from Hank's lessons about why he had her clothing.

Rogue guessed she could just wear the ones on the floor until she got back to her room. After a change she felt much better throwing her old clothing out on a bed and saw Peter with what looked like homework. She groaned forgetting about that, "Oh god…Ah got that paper due by tha end of tha week." She signed as she dropped onto her bed.

"Yeah I got to finish this and what the others will be bringing back for us that we missed." Peter said to her and saw her groan and threw a pillow over her face. That made him smile seeing her like that, "Come one how about I help out?"

Rogue guessed she could use the help, and Peter was smart. Hell he was really smart, almost as smart as Forge and she guessed smarter then Kitty. Plus being alone with him even with just homework might help her relax and take her mind off things. Like with what happened in the bathroom.

A bit later Scott's car pulled up to the mansion with Jean and their two guests. Both Paul and Taryn had listened in on Jean and Scott's stories. The two of them told them how their powers manifested well Jean had left out the more personal parts. For Jean she had witness the death of her best friend at childhood and felt her die, Jean had gone into a coma from the event. So she just told them that she had a traumatic incident as a child when her powers manifest and it caused her to go into a coma for a few years.

Taryn was totally shocked by this, Jean had never once said anything about that. She pressed Jean on what had happened but seeing how painful it was she stopped. She have never seen this side of her before. It was like seeing this secret part of her friend and in a weird way it helped her to accept what was going on. Because seeing the emotion in her eyes helped to reaffirm just how human Jean was, no matter what she could do.

Scott explained about how when his parents had died it had caused some brain damage that when his powers manifested he couldn't control it. He had blown out part of a hospital when that happened and he told them how Xavier found him and those shades of his were specially built to control his powers.

"Damn I knew there had to be some reason you kept on wearing those things," Paul said to him after hearing that. "But how come you don't now?"

Scott looked back at him in the review mirror and held up his wrist with the watch on, "This was specially build by a friend. He and this other guy Forge came up with a device that basically nullifies mutant powers."

"So…without that then," Paul said putting two and two together.

"Yeah I can't control it. I keep my shades close by just in case it gets damaged, runs out of power or something." Scott told them looking back onto the road. "Although I'm thankful for it…You have no idea what it's like to be forced to live a life where all you see is red all the time."

Paul never thought about that, he knew the shades were red tinted but just figured that he took them off when he wasn't around. To be forced to wear them like a handicap was kind of unthinkable. 'And I never knew, I never knew what he had to deal with.' He mulled it over.

"So basically you shot things out of your eyes and you can move things with your mind?" Taryn asked them, it was still odd but she was slowly getting accustomed to it. Sure it freaked her out but the shock was kind of slowly edging away.

'_Among one other thing,'_ Jean's voice filled their minds. _'I'm also a telepath.'_

"Okay can you please not do that again Jean!" Taryn said to her shocked by that. "That's a little much for me at this time."

"Sorry," The red head said looking away.

Her friend sighed, "Look…I'm sorry for snapping but that's a little…invasive to me."

Jean nodded, "You're right, it is without warning a person first. But trust me I don't like to pry into the minds of others, I have a hard enough time shutting out all the thoughts."

"Shutting them out?" Paul asked her curious as to what she was talking about.

Jean nodded to him as she was about to tell him the dark side to being a telepath, "Imagine you're in a room with multiple TVs and radios all one and at high volume. Now imagine some of them featuring things about you that are the inner thoughts of people. Most are just pieces that people are just thinking about at the time. Now imagine that you're stuck in that room all the time and all of those devices are on all the time."

Both humans were stunned silent by that, Jean explained how she had to keep up mental barriers in her mind or that her mind would be overwhelmed by it all. It would be too much for her to take, and sometimes it caused her to have some bad headaches and migraines. But she had to keep her shields up because all the voice that would assault her mind would most likely drive her totally insane. Taryn looked at Jean with fear but not for herself but for Jean.

'My god…To live like that all the time…She never gave any signs about it…' She thought in her head feeling a lump in her throat from all that her best friend had to suffer through. Suddenly having these powers looked more like a curse to her. She noticed how Scott was holding Jean's hand and even though neither one spoke to each other she could see something between them.

It was like he was giving her hi strength and Taryn just wondered just how deep they were into this relationship. It certainly looked deeper then any simple high school romance that was for sure. But by then they had pulled up to the mansion, she had seen this a few times when she picked up Jean but never once was she really inside of it. Now she knew that she and Paul would never look at it the same way again.

This wasn't just some temporary home for kids as they went to school. It was a sanctuary, a place they could fit in and feel comfortable about themselves and didn't have to keep their secrets. "Okay just to know that a few of the people here don't…well…some mutations are physical ones." Scott told them as they got out.

"What do you mean?" Paul asked first.

"Remember Mr. McCoy?" He asked and both humans nodded, "Well he's living here, he had to drop out of sight because his body changed to much that most people would be afraid of how he looks."

"H-how does he look?" Taryn asked, she had always liked Mr. McCoy in fact he had been her favorite teacher. When he disappeared there were a lot of rumors going around but this was something that she bet no one had thought of.

"Well…" Jean wasn't sure how to describe him.

"Kind of like a blue gorilla I guess. Ow! What Jean? You got to admit he kind of does," Scott said rubbing his ribs.

"I get the feeling this day is going to get stranger," Paul said out loud as he heard that.

**-Medical Room-**

Rogue was on her back as she was getting a cat scan at the moment. She had spent the last few hours getting poked and prodded all that time. She had told Hank about what happened and that got her a whole round of tests. She had her whole body x-rayed and she hated those, her DNA was messed up as it was and getting hit with a punch of radiation didn't put her at ease.

Now she had been laying still while they scanned her fully body. She hated this thing, you couldn't move at all while in it and it took way too long. She closed her eyes thinking maybe she could sleep through it or something. Well after a very long time they finally let her out of it.

Hank was looking over the data that he had been getting from Rogue all day. It was very curious as the went through it as Rogue went back to where Peter was resting up. "Hmmmm…this is highly interesting," He said to himself as he took a closer look at her scans.

Rogue was just glad to have finally been done the testing, she walked in to see May fussing over Peter and him not liking it. That gave her an amused smile, at how Peter would lift a care, battle criminals, and face danger with jokes but an elderly woman could put him in his spot.

"Aunt May I'm fine," Peter said as she was fussing over him.

"Peter Benjamin Parker," May scolded him and he winced at the use of his full name. Rogue who was sitting by the door just raised an eyebrow since she never knew Peter's middle name until then. "Look at you? You look like a mess and even though what happened couldn't be avoided you still need to be more careful."

"I tried I mean it's not like I go out looking for trouble," Then Peter caught her questioning look, "Well okay I do, but I try not to get hurt."

May sighed and crossed he arms, "Maybe I should have Mr. Logan run you through more of those Danger Room things so you'll try a bit more harder."

Peter paled a bit at the thought of all that extra training and the fact that she _wanted _him to do that wasn't appealing either. He thought of anything to get off that subject and noticed his girlfriend by the door, and he was so glad to see her for a few different reasons. "Rogue! How did it go?"

She just shrugged walking into the room, she figured she might as well come to his 'rescue' at this time. She knew he would make it up to her later. "Tha usual, boring and at times a bit painful when he used those damn needles."

She still felt where he had to draw blood from her. Peter gave her a sympathetic look as she sat down next to him. May saw how the two were and she guest this could wait for a bit, after all they went through they deserve some time to themselves. She remembered what it was like to be young as well, "Well I guess I'll leave you two alone, and I'm glad you are feeling better Rogue."

"Thanks May," The goth nodded to her as she watched the woman walk off.

"So what's the diagnosis?" Peter asked her taking it easy in the bed. Rogue just shrugged she had no idea since Beast was still working on it. Although Peter did notice her pulling on her bangs a bit one of her nervous habits that he picked up over time. "Hey what is it?"

"What?"

"Rogue." Peter said to her seriously and she sighed as she told him about her experience in the bathroom. Peter looked thoughtfully as he took it in, "Maybe it was just a fluke or maybe something from being so stressed. We still don't know just how fully your powers work after all."

She was silent a moment as she thought about it, he could be right and even she didn't know how her powers fully worked. "Maybe."

Peter moved over to her and held her closer to him as his arm wrapped up around her waist. "Hey trust me you were there for me and I'll be there for you. No matter what let's promise that we'll always be there for each other, okay?"

She gave him a small smile and she leaned into him feeling his arms around her made her feel bit better about this. "Ah promise." She felt him kiss her head as he just held her, Rogue closed her eyes enjoying this. Years of isolating herself made her appreciate all these types of moments.

**-Upstairs-**

So far Paul was kind of enjoying the tour, he like Taryn had never really seen the inside of this place and it looked larger inside then it did out. It was going well until a little grey girl ran by with a brown haired boy both laughing. The brown haired boy tripped and suddenly there were six of them. They pulled themselves up and ran with the girl.

At that moment a Chinese girl in a yellow coat and a girl with long brown hair and tanned skinned ran in looking angry and covered in what looked like flour. "Get back here you little delinquents! In my land you would get thrown in prison for assaulting royalty like this!" Amara said angrily her arm still in a sling and a fire ball in the other.

"Yeah get back here and die!" Jubilee yelled out after them a few crackles of light and pops from her finger tips. Both Paul and Taryn just stared at the scene not sure if they had seen what they thought they had seen.

"Guys what is going on!" Scott yelled at them and the two girls looked at him, not seemingly to notice the humans in the room.

"What does it look like?" Jubilee said covered in flour, "We were just minding our own business in the kitchen with a few others and then we get all of this stuff dumped on us."

"Guys we got some guests." Jean nodded to the two speechless humans. Both girls eyes widened as Jubilee hid her hands behind her back and Amara quickly put out her fire like if they did it fast enough they wouldn't have noticed.

After looking at their faces they knew it was already too late, 'Oh man…The Professor is going to be pissed.' Jubilee had thought they had just blown their mutant secret to a bunch of humans.

"Okay…I'm now officially a believer," Paul said seeing all of that happen.

"Guys just…get cleaned up okay?" Scott sighed seeing the confused looks of the two girls. "We're letting them in on the whole mutant thing."

"Oh thank god," Jubilee sighed as Amara relaxed, "For a minute there I thought we royally screwed up."

"No kidding," Amara said as she and Jubilee decided to clean up, then kill those two kids. "Nice meeting you anyway." She said over her shoulder as they left.

"Hey you okay?" Jean asked Taryn who looked like she was still processing things.

"I'll…tell you when the shock wears off." She said to Jean although she had been told a few things seeing them in action was a whole other story.

'_Jean, perhaps a little talk in my office will do them well_,' Xavier's voice said in her mind.

"Maybe we should take you to see Xavier I think he can tell you everything you need to do." The red head said to them as they were led through the mansion. They came to a room that was very well furnished with a bald man in a wheel chair as well as an elderly lady and a dark skinned woman with long white hair.

"Please take a seat," Xavier said to them, he could sense their nervousness which was why he had May and Ororo here. They were the more calming influences then Logan and Hank. He hoped for Jean and Scott that they were right in this, he didn't want to erase their memories of today's events.

"Here you go," May said giving them some tea, "Try this it will help with settling you're nerves, trust me when I found out I took a lot."

"When you found out?" Paul asked the lady thanking her for the tea. It wasn't bad stuff even though he never drank it before.

"Yes I'm human like you, I'm here because my nephew lives here as well." She told them. Both teens felt a little more at ease with that, knowing there was at least one person here that was 'normal'.

"So you're not like him then?" Taryn asked her, the tea was very nice kind of like the type her grandmother liked to serve.

"That's right," Ororo answered instead as she sat down near them with her usual calm self. "Not everyone in a family has the genes that make mutants. My sister isn't a mutant but she did pass on the gene to her son Evan and it was active in him."

"So you can have this gene and not know it?" Paul thought about that, for all he knew he could be carrying someone like that and his kids could one day have powers as well. It was a strange thought and he wasn't sure how something like that would effect his family life that day. He hoped that he would do what was right.

"This has been on weird day," Taryn sighed to herself taking another sip as Xavier told them all about his school and his dream of humans and mutants living together. She could see why he would want to keep this quiet she could easily see people who got the wrong impression from mutants turn violent. She remembered stories of how her grandfather was treated when the Second World War broke out while he was living in the US.

"So why did you trust us with this?" She turned to Jean and Scott. "I mean I'm thankful you trusted us but why now?"

"Well things seem to be changing," Xavier said to her, "You see you're not the first to find out about us."

"That's right," May added finishing her own tea. "There is Dr. Connors and his family, in fact their son plays with two of our children all the time and is friends with them. Then there is that lovely Amanda girl that Kurt is dating."

Taryn looked to Jean, "So they knew?"

"It's…a long story," Jean wasn't sure where to being, especially with how Dr. Connors turned into a giant lizard creature. "But Amanda found out by accident but she never told anyone, even Kurt that she knew until they started to date."

Then something in Paul's mind snapped as he got a realization, "Hey wait a minute…are you guys linked to that Spider-Man guy?"

"Oh and how about those Sirens?" Taryn asked remember those stories as well, "I heard rumors those girls had some powers too."

Jean blushed at the memory although they would keep Peter's secret for now Xavier as he felt their minds got the impression they may be ready for this. They seemed to be more accepting and as Jean went into her story into Peter's line of work he saw the interests in both human teens. He smiled to himself, 'Maybe this is the first step. My first step to making a world that will accept mutants, by reaching out to them a few at a time.'

For a moment he felt that maybe Peter's work making people think of a person with powers protecting them actually did have some benefits. Maybe this was the dawning of a new world and that the world would soon be changing. He just hoped that it was changing for the better, but as he saw the human teens get more into the story he felt that there was hope.

**-Infirmary-**

Later that night the adults were with Rogue and Peter as he was explaining all that he had found. Although only Peter and Xavier were the only ones to truly keep up with him. "Whoa can someone please speak in English?" Logan asked everyone, since usually when Beast got into one of these long winded talks he just kind of zoned out and pretended to listen in half the time.

"Yeah this is my body we're talkin' about and ah would like ta know what is goin' on with it," Rogue said crossing her arms. She was nervous about this but didn't want to show it, although Peter was gently holding her hand gently. She was thankful for his support in this and for him not doing it blatantly out in the open as well.

"Yes well sorry about that," He chuckled as he brought up several of the data on a laptop computer. "I compared all the medical data I had since you joined us and by the looks of it something is happening to you now."

"What?" Rogue asked him trying to hide any trace of fear or nervousness in her voice.

Beast went on into his explanation, "Well the DNA of the symbiote is much different then anything you've either absorbed before or even built for. You're powers I theorize are mainly for just human/mutant life but this was an artificial life form unlike anything ever seen on this world."

"It bonds with it's host as we've seen, on a cellular level at least or even more so. When you absorbed so much of it both you're powers and its were blended for a short time."

"So what? Ah'm goin' ta turn all black and stuff?" Rogue asked as her heart rate went up a bit.

"Well I don't think so," Hank said looking at his notes, "I believe what you experienced was you're body trying to cope with the changes."

"Changes? But I thought she only gains powers for a short time?" May asked him as she was following along with the rest of them.

"Normally but this was hardly normal," Hank sighed and brought up a few images, "You're nervous system and brain have shown sighs of a permanent alterations. The suit worked with the nervous system and brain so as you gained so much of it, you're body was altering it to take on certain properties. But unlike other abilities you've gained this had stayed with you."

Peter looked at the scans that showed a before and after images, there were a few changes that was certain, "So what does this mean exactly?"

"I…have no clue," Hank gave her an apologetic look, "This is new territory even for us and what the end result is anyone's guess at this time. My best guess was what you experienced might have been a fluke as your body was starting to get used to the slight changes."

"So…In other words somethin' is happenin' ta meh and you ya'll got no idea what?" She asked them but seeing the looks around the room told her everything she needed to know. After that she just kind of zoned out as everyone started talking about this while she just looked at her free hand. What was happening to her? She didn't know and it really scared her, like when her powers first showed up.

She had no idea what was happening to her all over again. By the time she snapped out of it she saw that everyone was leaving for the night. Rogue was just kind of numb with it all not sure what to think of any of this. Peter and her had some clothing brought down since Hank wanted them both to spend one more night there just in case.

They had been visited a few times although Rogue was mainly silent through it all. Peter had noticed this of course and after he used the small bathroom to change for the night and she took her turn he had to wonder what was going on in her head. This had to be scary as hell for her to be sure, he had noticed how deep in thought she was and left her to it for a bit.

After they had changed for the night and were in their beds he noticed that Rogue kept on moving, "Hey you okay?" She was silent as she shifted again, so he got up out of his bed towards her. He placed his hand on her shoulder, "Rogue?"

"Peter…" Her voice was weaker then he normally heard it, there wasn't the strength in it that he usually found she sounded frightened and he didn't blame her.

"Hey don't worry, whatever this thing is you'll beat it…You're too much of a tough chick to let something like this beat you."

She gave a small laugh at the 'tough chick' part, "Why does it seem life just wants ta mess with people like us?"

Peter sighed, he honestly didn't know. It seemed that life kept on kicking them all the time, "Wish I knew I really did. But I know with everyone here we don't have to go through it alone all the time anymore."

He felt her hand on his and he smiled, "Peter…ah…ah don't want ta beh alone."

"I'm right next to you."

"No…Ah…just hold meh…please…"

Now he got what she was saying, although Logan would kill him for this if he saw them but screw it. She needed him and he wasn't going to let her go through the night scared. 'Plus I hope my spider-sense wakes me before someone shows up too.'

He climbed in next to her and wrapped his arms around her, he felt the bracelet there and he nuzzled the beck of her neck. He could smell her hair and Rogue seemed to get a little less tense in his arms. Rogue just wanted to be held, she was scared of what was happening. Peter holding her like this seemed to make it lessen. She felt his warm breath on her neck and his arms around her and she felt warm and safe for the first time in a long time.

**NEXT UP CHATPER 16: MONSTER MEN**


	16. Monster Men

**THE RETURN OF SPIDER-X**

**CHATPER 16: MONSTER MEN**

Norman Osborn was not a happy man, Dr. Octavius was loose and there was no telling what was going on. He had to explain the death of that man as the doctor going nuts, the Daily Bugle was already having a field day when it 'leaked' that the doctor had gone insane from improper safe guards he used on his research and killed an innocent by standard.

He himself linked that to the Bugle, it would take the heat off of himself if his company was the 'victim' in this. He already had a few false reports set up and ready for circulation as well as paying off a few employees. It would look like Octavius' accident would have been the result of his 'incompetence' at least this way by the time Octavius shows up no one would believe him, also there wouldn't be many places for him to hide later anyway. Although the police had already been searching for a few days and still no leads as to where the man was hiding.

He was currently in his office taking a glass of bandy he really needed it at the moment. His jacket was already thrown over a chair and he took off his tie and rolled up his sleeves. He sat down and looked at the paper on his desk, another edition of the Daily Bugle with the title 'Vigilante or Villain?' on the cover.

There was an old image of that Spider-Man person again Norman had to admit that Jonah seemed to be a bit obsessive over this person. Although Norman himself had to admit he wouldn't mind a shot at his DNA and see if what he could get out of it. There were a few other stories in here, more of the serial killer that was stalking New York, but what caught his attention was something about explosions that were gang related.

There were reports of a man laughing and flying on some creature that was throwing some type of bombs. A few of the people there had been rumored to been a local crime syndicate men were found with razor sharp bat-like objects in them. Norman knew that it was part of the Goblin weapons that he sent to Fisk and it looks like he was making good use of them as well.

It was no skin off his nose if Fisk was using his company to make war on the streets, he was being paid well and also the fact that if some street scum got wiped out? Well too bad for them being stupid enough to go up against the Kingpin.

Normal pulled up one of his personal files about the new projects. Smyth was doing well on nearly finishing the first generation of Spider Slayers. It was basically a giant robotic black widow spider only this thing was deadly. The younger Smyth who was now confined to a wheelchair had made it a passion. He and his father worked very hard on that and he wanted to complete it. Thinking about that reminded him of his own son and his failings. Why couldn't Harry have that kind of devotion?

Although after doing some digging he had found that his son was friends with one of the mutants in that mansion, one Peter Parker. He had hacked into his son's computer and copied all the e-mails that had gone on between the two. It seemed his son or that MJ girl didn't know that Peter wasn't exactly human. The aunt most likely was although at the moment he could care less. Norman was a firm believer in 'Know thy enemy' he had read The Art of War and memorized it when a young man.

He was driven to turn his company that would rival men like Stark, Shaw and Toomes or any of those other big shots. He was going to become a very powerful person one day it was too bad his son was too weak to take over the family business. He didn't have the intelligence or the drive for it.

The buzzer on his desk sounded as the voice of his secretary chimed in, "Mr. Trask is on line one for you sir."

Norman sighed he pressed the button and picked up the receiver, "Hello Trask what can I do for you?"

In his underground base in New York Trask was on a cell phone in an observation room. It was cold steel all around with computers al over the place as he looked out a full length window. Out side the glass there stood the first of his creations the first ever Sentinel as it was going through construction. "I'm just letting you know that a few of the parts that you promised me are still late."

"I know, that attack at the facility set back what I could make. A lot of those parts have to be made special and the process is long and hard."

"I'm behind my schedule because of that," Trask said looking out at the mostly completed Sentinel. He should have been in the testing phase already. So far there were a few pieces that he needed to have in order for certain things to work. The weapons systems had no cooling units and the processors needed for certain functions weren't installed, not to mention some of the armor and servos as well as various other things.

"I'll get them to you as soon as I can but you also asked for secrecy, if I rush this then I can't promise you as much security."

Trask thought that over on the phone. He needed this operation to move smoothly and he could always use the few mutants he had captured at a preliminary test, they weren't that powerful and could be enough to set the base line for the Sentinel. Then he could start moving up the food chain to more dangerous mutants after that.

"Do what you can then," Trask finally said and turned off the phone.

Norman signed and hung up his phone and massaged his head. He could feel this was going to be one of those days. He finished his drink as he walked back to the cabinet to pour himself one last drink, Trask paid well but the man was frustrating to deal with. Norman was also dealing with all the fallout of that lost factory in Bayville. It was currently being fixed of course but it was expensive and the loss there was a major set back.

But he hoped to gain some ground with the mutants. They were very interesting and he was already making plans to not only attack the mansion but maybe that other group as well. Although from what he saw the more powerful and useful mutants were in that mansion. He was already thinking that maybe the Spider Slayers might not be enough.

He had to capture and contain those mutants, and already a facility was being built to start extracting their DNA. But he would need muscle to help with that, and to guard them. Not just the usual kind either he needed 'specialist' for this. Those that knew how to get things done that was for sure, he thought about a few of the contacts that Kingpin could put him in tough with.

He was just reaching for the bottle when he noticed something strange, the liquid in the bottled moved a bit. He was stunned for a moment and then it happened again, a ripple effect but that only happened with strong vibrations. Then he heard a muffled 'thump' sound soon to be followed by another. They were getting louder and he quickly pressed the security button under his desk.

He had no idea what was going on but something was up that was for sure. He went to the large windows that made up one 'wall' in his office and looked out into the night sky. Suddenly a large metal cylinder shaped thing with three little 'fingers' on it smashed into the bullet proof glass. Norman stumbled back against his desk and quickly ran behind it as another one appeared.

Soon in the light of his office the form of Doctor Octavius came into view. He was in tattered pants and his bare chest you could see the harness that looked fused to his flesh while wearing an old and very worn coat. One of the metallic limbs smashed into the glass shattering it, they were designed to stop anything short of a ballistic missile but they weren't designed for those arms that could smash through them like a truck.

Doctor Octavius walked into the hole and glared at Norman with all the hate in his soul, "You! You did this to me! Look at me Osborn! I'm a freak and you tried to kill me, you sent that man to murder me in my sleep and now they are hunting me instead!"

Norman slowly backed away from him, he never thought that he would actually come after him like this. "I…I have no idea what you're talking about, but I'm sure we can fix this."

"Fix this!" The rage in the doctor's voice was evident, he had spent his time in hiding on the streets. He had no one to turn to and had nothing left, not his old life, his reputation, his work. It was all gone and he was hunted by the police like a monster. "This is fused to my body there is no fixing this! Not to mention everything else that you've done to my life."

It was then that the security guards came into the office through the door, Norman gave a breath of relief but then saw them freeze at the sight, "Don't just stand there! Shoot!"

That got things moving as they drew their side arms and took aim. Octavius used the robotic limbs to grab that desk and use its thick wood as a shield as it stopped the hail of bullets. He threw it at the men as they dived out of the way. Then it was his turn, he used his many new arms to take the weapons and crush them then turned to the guards. He now knew how to control his arms now and he easily threw them around like rag dolls. But they weren't his target and he noticed that Norman wasn't there anymore. "You can run Osborn but you can't hide."

He ran to the open door and through the reception area ignoring the scared young woman who hide behind her desk. He went out through the double doors and managed to catch an elevator closing. He just managed to get a look at Osborn's face as it closed.

Octavius was furious that he let him escape like that and went after him. But then more security guards showed up, he knew they would slow him down but he knew that Norman wouldn't get too far.

Norman was pressing a certain button in the elevator as fast as he could his heart hammering in his chest. He wiped his brow from sweat wondering what to do now? The police were most likely already called but it would take a SWAT team to take him down. He needed to hole up somewhere safe, somewhere where he couldn't get at him.

The special weapons department in the sub-levels would do. Plus the extra Goblin weapons were down there, he could at least defend himself as well. He looked at the numbers lit up and wishing they would hurry. He didn't know how much time he had left and time was running out for him.

Finally the elevator opened up just as he heard metal from above him being twisted. 'Damn it, he's in the elevator shaft. I don't have much time.'

Norman Osborn ran out of the elevator and found a security station. Mainly he just told them to shot whoever came out of the elevator shaft if they wanted to keep their jobs the next day. He quickly ran to down the halls, a few minutes later the sounds of fighting could be heard. He just hoped that they slowed him down or got a lucky shot off.

He was panting heavily for breath by the time he reached one of the security doors. He typed in his personal access code and the door slowly swung open. He cured the designers for making this open so slowly. The sounds of fighting had ended so he took a small change to look down the hall. As soon as the door was opened wide enough he slipped through and then hit the emergency button on the other side that would close it after him.

He just hoped that would hold him. He quickly went to the other security door and typed in the second code. This wasn't as thick so it opened faster then the other one, by the time it opened he jumped as a loud banging noise was heard behind him.

Norman gritted his teeth and jumped into the other room filled with the Goblin weapons. The gliders wouldn't be any good so he grabbed a few of the pumpkin bombs and hit behind one of the larger creates. He waited and it didn't take long for the pounding to turn into this tarring sound like fingernails on the chalkboard only fifty times as loud. The sounds made his teeth hurt and he fought the urge to cover his ears.

After that stopped there was the pounding sound that he guessed were those damn arms. "Come out from hiding Osborn, you're only delaying the inevitable."

"If you insist then!" Norman yelled out and threw out a couple of bombs. Octavius' metal arms blocked most of the explosion but he was sent flying off against a wall. He felt the sting of some shrapnel biting into his thigh and arm. He hissed in pain and glared at Norman's direction in time to see him ready another bomb.

He quickly used two of the arms to grab a large bat-like device as a shield the bombs impacting into it. He could feel the concussive force from the blast and then threw the device at his enemy's position.

Norman jumped out of the way as the bat glider sailed through the air smashing into the crates. He lost one of the bombs in his hands as he watched it roll away from him. He cried out in pain from part of the glider had pinned his legs to the ground. He wasn't sure if they were broken or not but the pain was intense.

He knew that he was dead now if he couldn't move. But he froze in horror as the bomb he lost rolled to a set of canisters. "No…"

The canisters contained a chemical gas that his company had been working on but it had never been perfected yet. He watched as the bomb blew up close to one and he covered his head. The sound of the explosion blew out his ear dumps but he didn't care about that. His hearing would return, instead he saw the green gas start to engulf the armory room.

Dr. Octavius had seen the explosion and was glad hadn't been seen, but the green gas really trouble him. He heard Osborn cry out for help and he guessed that the gas was toxic. He grinned at the thought of leaving him to a slow and hopefully painful death. "Well now Osborn looks like you're in real trouble now, but as much as I'd love to stay and watch I don't think it would be too healthy."

Although he had no way of knowing that at the moment Norman couldn't hear him, he just laughed as he exited the room. He closed the door behind him to not only make sure the gas didn't leak out to him, but to keep it inside. 'Now that that is taken care of I can…can…'

He froze then, he hadn't thought of what to do now. His life was ruined even if Osborn was dead so now what? He would have to think on it, but first he had to escape and see to his injuries. Then he would figure out what to do with his life. 'What can a man do who is a freak? Who is hunted by the law?' He wondered as he went down the hallways looking for an exit.

Back inside the armory Norman Osborn was coughing from the exposure of the gas. His lungs felt like they were burning up inside and soon it spread to his nerves. His last thoughts weren't of his son, there was no flashing of his life before his eyes. All he had was his hatred, for what had happened to letting it end like this.

He saw one of the Hobgoblin like mask that looked like it was laughing at him, at his life. He glared at it as the world started to turn black. Although for a split second…he thought that the mask…turned green.

**-New York 25th Precinct-**

A tall man with short blond hair, blue eyes wearing a long brown light coat, jeans and a buttoned up shirt walked into the detective's level of the multistory old brick building. The man was on his way to work as he was currently on an important case. Plus he wasn't having a good day either his daughter was in trouble again at school for starters.

Ever since her mother passes away she had been getting more and more rebellious, he tried his best but when you were a cop it was hard to find time some days to spend with her. He shifted his shoulder holster where his firearm was as he got back into the job. He would worry about her later as he passed the desks some with other detectives some without.

He saw someone making a fresh pot of coffee although personally it wasn't much better then that crap from the machine in the hall. Most people didn't realize that cops drank so much coffee was because of all the long hours and what they dealt with left them drained sometimes.

Plus it was habit forming too as well. He moved past some of the few that still smoked regardless of the no smoking signs. Even cops didn't enforce every law, most people didn't even know of the lesser known ones like how in one state it was illegal to have sex outside of marriage for crying out loud. Although he wouldn't mind that if his daughter would obey that law if she had to obey at least one.

He went into a small room with desks lined up facing the front and he saw on the wall a collage of photos, file pages with certain things underlined or highlighted. He saw a few people there working off in the corner as he looked at the images.

He hated this part of the job, the photos were the things of nightmares. Men and women brutally killed there from the crime scene photos. They were still trying to find a pattern or a connection. For a over a month now they were trying to track down this new serial killer but he didn't seem to have any real calling card.

This guy just seems to be totally random at times, and his methods changed. Some of the people here were just suspected because this guy didn't fit the usual profile. It was strange but then again he and a few other detectives were on the case. Even the FBI had gotten involved although both sides didn't much care for each other. Mainly the usual pissing contest that went between them and he could see why. The cops didn't like someone looking over their shoulder or working in their territory. The FBI kind of looked down at the cops and wouldn't always be so forth coming.

It was times like this that detective George Stacy wondered if she should have gone into another line of work. "Hey George how's it going?" He looked over to see Smith a slightly overweight cop in plain clothing like him.

"Could be better, anything from those samples from the last one?" Stacy asked him, they went back a few years. They met up back when he had just been promoted to detective and Smith was over forty and looking forward to retirement.

"Hell no, what is finished is just crap." He sighed as sat his heavy and balding body down, "Although did you hear about that new detachment being made?"

"What new detachment?"

The man sat back and crossed his arms, "Well you know with all the weird crap going on. That devil guy in Hell's Kitchen, that cloak guy with the pretty girl in another part of New York, plus that freak in white that put those punks in the hospital last week." He was referring to how lately people seemed to be coming out of the woodwork now in costumes.

Stacy knew that more would most likely be showing up later too. Plus wasn't there someone about giant lizard monsters in that town of Bayville a while back? Plus those Siren girls too? It just seemed that the entire world had gone nuts.

"Yeah and let's not forget about that Spider guy too," Smith added as an after thought. "I hear they're going to send a few people down to that Bayville place with all the crap going on there as well and set up a special task force up here."

"Why?" This was from the newest detective there who had gotten his promotion last month. "I mean these guys are sure making our job easier."

"They're vigilantes kid," Stacy said to her sternly crossing his arms. He was never a fan of those that took the law into their own hands. Although ever since these masked guys started showing up this had been going on. Officially the police were to apprehend them for questioning but some of them didn't really want to do that. It was a dangerous world out there and if someone was helping to keep the streets clean without spilling blood all over the place then some would turn a blind eye to it.

"Oh lord here we go again," Smith rolled his eyes, personally he was sick of this. "Can we please put this on hold? In case you all forgot we got one sick freak out there carving people up."

Stacy had to admit he was right as he looked at the photos. Just want kind of monster did this to people?

**NEXT UP CHAPTER 17: FAMILY PART 1**


	17. Family Part 1

**THE RETURN OF SPIDER-X**

**CHAPTER 17: FAMILY PART 1**

It had been a few days and Peter and Rogue were let out of the medical ward. Rogue was still a bit worried what was going on with her but so far nothing had happened. She and Peter did stay in their next date, just cuddled up on the couch to watch one of the monster movies that she liked. Paul and Taryn were also being seen more and also Amanda got to know the older students as well making them feel a bit better at ease with it all.

It was later in the day and Peter was debating should he go out tonight on a small patrol of the city. Last night he went out for just a few hours, nothing major happened thankfully. No evil villains trying to kick his ass, just the regular kind of criminals. That night he found just a purse snatcher, a couple of guys trashing someone's car who had stopped, plus at the end of it all a cat burglar.

Thankfully not the sexy female kind with a skin tight black body suit, just some guy that had tried to steal from a high rise. He left him hanging from a street light for the cops. Then there was the fact he had seen two criminals tied up as the police were arresting them. He knew it had to be that Prowler guy again.

He still wasn't too sure about that guy.

But even as he was closing his books after finishing his home work there was a knock on his door. "Yeah come on in."

Bobby Drake poked his head into the door, "Dude you got a phone call, think fast." He grinned and threw him one of the cordless phones. Peter instantly jumped out to get it and then gave Bobby a glare, he only just grinned back at him and left.

'I swear you're really going to piss off the wrong guy one day,' He thought then put up the phone. "Hello."

"Peter…"

"Harry? That you?" Peter asked on the other line hearing the familiar voice. It had been too long since he had seen his two friends. He missed seeing them everyday but he still kept in touch. Although at the moment his voice sounded stressed.

"Peter…Something happened to my dad…"

Peter felt a cold chill run through him, "Harry what happened?"

There was silence for a moment as Peter sat down on his bed, "I don't know they won't tell me they won't even let me see him! I'm his son and they won't let me see him!"

"Harry calm down, please take a breath and tell me what's wrong," Peter said to him calmly hoping to get him to take a moment to collect himself. He waited a moment before Harry spoke again.

"I don't know what happened…They told me there was an attack, then…Then my dad got hurt. I was told he was exposed to something and they're running tests and they won't even let me see him." There was a moment when Harry just stopped and Peter wished he was there for him for his best friend for the past few years of high school.

"They said he's doing well but Peter I'm worried sick about my dad…What if…"

"Harry it will be okay, trust me on this," he said to him over the phone. He knew what it was like to lose someone in your family and he prayed to God that Harry wouldn't have to go through with this. "Hey how about I swing by to the city on the weekend? I'm sure my Aunt wouldn't mind if I tell her and it sounds like you could use a friend at the moment."

"You sure, I mean…"

"Harry, you're one of my best friends I'll be there as soon as I can to help things out okay?"

Harry was silent a moment, he felt very alone at the moment. He was in his room at his family's top floor of a tower his dad own and turned the top levels into a home. Harry was sitting on his bed worried sick about all of this. Hearing Peter's voice was just comforting, Mary Jane was coming over later to check on him and he really would like all three of them together again. He really needed the support of the only friends he ever had.

"Thanks Peter…You're a good friend."

"Hey come one what are friends for? You and MJ were there for me when my Uncle died it's the least I could do," Peter told him. That night he just stayed up with Harry just talking, sometimes it was over old times other times about what was happening in their lives. They just talked and Harry felt better, he hadn't talked with Peter like this in a long time and it really did him good to talk with his best friend.

Meanwhile Rogue was getting used to being out of the infirmary for once although at the moment she was in the library with Kitty and Kurt as they were helping her finish up all the homework she missed out on. Thankfully it wasn't much and it went by fast enough.

Although she was still a bit scared with what was going on with her body, Hank had said that she most likely was stabilized now but it was still scary to think that something could happen. But she did smile when she remembered how Peter had been there for her, how he held her in her sleep.

She had woken up after that night to find her face buried in his chest her hands gripping his shirt and one of his arms wrapped protectively around her. She had never felt so safe in her life that night, and it was almost like she could feel how much he cared for her in his arms. She had just rested her head against his chest for an hour just enjoying the moment.

"Hey Rogue you like paying attention?" Kitty's voice and hand waved in front of her face snapping the goth out of her thoughts.

"What?"

Kitty giggled seeing the look on the older girl's face, "Welcome back."

Rogue just felt a bit embarrassed from drifting off like that but tried to hide it. "Sorry about that."

"Vell ve're nearly done, at least now you'll be back vith us in school." Kurt offered her.

"Yeah and you'll see the new Brotherhood members, I swear it's like they always have to have at least one goth," Kitty said shaking her head. "I mean first you, then Wanda and now that Sandra girl."

Rogue had heard about the new people and she wasn't sure she liked the idea of even more members. So far they had behaved but lately the others had said that the Brotherhood had a slight change in attitude. "I really don't zhink that girl likes me," Kurt said remembering Sandra and the way she looked at him all the time.

"I have no idea why but she does, she keeps giving me zhese nastly looks all zhe time and I don't know vhy." It was kind of unsettling too, he hadn't even talked to the girl but it was like she knew him and she didn't like him for some strange reason.

The other girls looked at him wondering why she was singling him out. It didn't make much sense but then again the Brotherhood had always issues with the X-Men. It was then that Scott walked in seeing everyone, "Hey guys."

They replied and he walked over to Rogue, "Hey how you doing?"

She rolled her eyes, "Do ya have any idea how many times ah've been asked that?"

"Oh, sorry," Scott rubbed the back of his head, "Just got worried about you there for a bit. You were really out of it after you absorbed that Venom guy."

Rogue gave a small smile, Scott was her first real friend. He had never given up on her when she was with the Brotherhood and if it wasn't for him she would most likely still be there. He had always reached out to her, and okay he was her first major crush too. But he had Jean and thankfully she had Peter and that was perfect for her. "Thanks for worryin' but ah'm fahne."

"So how are things going with Paul and Taryn?" Kitty asked changing the topic.

"Well…They're adjusting, it's not exactly an easy thing for mutants to find out so with humans I'm not surprised." Scott said and everyone in the room knew what it was like. Kurt when he realized he wasn't normal took it kind of hard and he had worried his parents. Rogue had been scared out of her mind and confused. She ran away when that happened. Kitty also didn't take it too well either and it took her months to finally come to terms with her being a mutant.

"But things are going well," Scott amended, "It's just nice being able to talk to them about this, it's kind of a relief."

Both he and Jean were feeling better about being more open to their friends as well it sure was a weight of their shoulders that was for sure.

**-The Next Day-**

Sandra 'Shriek' Dean was walking through the high school just seeing some of the looks. She liked her new look, she was sexy now and not the fat kid that others ignored or teased. She brushed her long raven hair over one of her shoulders and she smiled seeing a few heads turn.

She loved her new life, she was beautiful, desirable, powerful and for the first time she found a place she belonged. She had already got a friendship going with Delilah but being the only two women in the team that was easy. But she did like the older girl, she was fun to be around and like her reveled in her new looks and powers.

Todd smelled but was kind of funny, in a comic relief type of way at least. Fred was kind of a nice guy although he sure had a temper. But she could relate to his sensitivity about his weight and looks, she knew all too well. Pietro was kind of jerk with an ego although he kept on hitting on Delilah, she kept on leading him on after telling her that it was the best way to control a man.

Max was…well he was different. There was a lot of anger in him and he was kind of a loner, although from what he said about his girl running off to the X-Men she could see why he was. Morrie was okay she guessed although kind of juvenile though.

Then of course there was Raven her new mother. But there was something else that she hadn't figure out and looking over there she saw him. Kurt Wagner her foster brother as it were. When Raven told her about him she instantly was jealous of him, because he would always be her biological son and what's worst he hated their mother.

She could see the pain in her eyes when she talked about him this was the woman that had saved her. Sandra most likely would have died a junkie if not for her and the fact this boy just didn't care about her really angered her. She wanted to punish him for the pain he caused mother and she so wanted to. But Raven made her promise not to do anything about it, at least not off the battlefield.

So for days she hadn't done anything but she couldn't stand it anymore, she had to confront him. He was talking to that dark skinned girl he was seeing. Just some human girl as she found out nothing special about her. She walked over to him and both of them who had been smiling and talking about something stopped to look at the dark goth girl.

"I need to talk to you Wagner," She said in a cold tone, then looked at Amanda. "Alone."

Amanda wasn't sure what to do but Kurt knew that she wouldn't try something at school so he placed a hand on her shoulder. "It's okay."

She gave him one last look and he nodded so she did leave but not too far just far enough to keep an eye on him. So now Kurt turned to this pale skinned girl in all black and wondered what this was all about. Sandra looked him up and down, "I guess the family resemblance must be only with the hologram off."

Kurt was taken aback by this not sure what she was getting at. "Let me break it down to you," She said leaning a bit closer to him, "Raven or Mystique to you lot…She saved my life, she took me out of hell and gave me a future. And you know what else she did?"

Kurt shook his head not knowing where this was going.

"She took me in, she adopted me." She let that hang there and she saw him put the pieces together. Kurt's mouth fell open at what that meant. She was his sister, well foster sister but still…He never thought of Mystique as the type of woman to do that. She abandoned him and the thought of her taking in a child was a surprise.

Even since he had found out she was his mother certain questions had been flooding his mind. Like why? Why did she never come for him? Although he loved the Wagners and nothing would change that he needed to know why. Was it because of his looks? Looking at the girl across from him he wondered if she only wanted a daughter and not a son? He wasn't sure which was harder to take.

"So 'brother' let me tell you that unlike you I love out mother, she cares for me and if you can't see the kind of person she is then so be it." Sandra said angrily and turned away and stormed off before Kurt could say anything or defend himself or even give his side of the story.

This whole thing just sent him off balance, first he finds his biological mother who was their enemy and now he finds out that she took in a girl and adopted her. Now he had both his mother and sister as enemies. All Kurt could do was just lean back against the lockers lost in thought.

Now at least some things were making sense to him about that girl. But this wasn't one of them, he honestly was just shocked to his core. Amanda walked over and was instantly worried by the look on his face and how his body was a bit disturbing. "Kurt? Kurt are you okay?"

There was no response so she shook him gently, "Kurt!"

That got him out of things and he looked at her with a strange look in his eyes that she couldn't name. "Kurt what is it? What did she say to you?"

Kurt's mouth worked a few times and it took him to say the words. "She's my sister…"

"What?" That was the reaction out of everyone at the table in the cafeteria. Currently Kurt was once more going through it all. Amanda was there holding his hand as he told Jean, Scott, Peter, Rogue, Kitty and Lance. It was pretty easy to say that everyone was just blown away from that.

"Damn…I never saw Mystique as the caring type," Lance admitted out loud, "I mean hell I've spent more time with her then you and she's not exactly miss personality. Never once did I think she could just adopt a kid."

Kurt had to admit that was one of the things that hurt him, sure he wasn't close to his biological mother but still, it really hurt and he couldn't figure out why.

"This is just so…" Kitty said trying to figure out something that went with it.

"Messed up?" Scott offered looking over to see the dark goth with the Brotherhood was just strange knowing she was Kurt's sister. It was like learning their old principal was Mystique all over again. "No offence buddy but you're family tree is getting stranger and stranger."

"Jah, tell me about it," Kurt sighed not sure what to do with this.

Peter had to admit this had to be hard, how do you deal with finding out you got a new sister in your life? "Wish I could say I could relate to you Kurt but…I don't think anyone could."

"Ya know ah just can't figure her out." Rogue said.

"Who? Sandra?" Jean asked her and Rogue shook her head.

"No Mystique, ah mean it's like she's got this warped sense of family. Remember how she tried to tell Kurt who she was to him but then the Brotherhood stopped her?"

Lance winced at that, she had been furious with them after that for months. Everyone was afraid she was going to murder them in their sleep when she started screaming at them for what they had done. They had just been following orders by Magneto but still Mystique angry wasn't a pretty sight.

"Plus how she manipulated meh not once but twice," Rogue sighed in how she had tricked her into joining the Brotherhood and then as her supposedly best friend. That still really hurt that she had turned out to have been Mystique the entire time.

"Yeah you think she's got a thing for goth girls?" Peter asked them all joking about that.

Rogue rolled her eyes, "Kitty already made that joke."

Peter gave a mock glare to the brunette, "Hey quit stepping on my turf, Bubbles I'm the one that makes the wise cracks."

"Bubbles?" Kitty asked.

"You know the blond Power Puff girl." He said with a grin getting a few laughs at that. Kitty was kind of like that character all sweet and kind and bubbly. Lance tried to hide his grin but she saw it giving him a pout then looked at Peter sticking her tongue out at him.

Even Kurt had to smile at that point seeing Peter and Kitty two of the smartest people he knew acting like children. It was pretty funny seeing them start to go at it and he felt a bit better, he noticed the shaking next to him and looked to see Amanda with a hand over her mouth. She looked like she was trying to hold off on the giggles.

**-Later that day-**

"Ah!" Scott cried out hitting the small rubber ball. He was playing a game with Rogue in a squash court both of them in training clothing. Rogue was back to wearing her gloves in her green sweat pants and tank top since she didn't have on the nullifier.

In fact Scott had to be wearing his shades as well in his shorts and t-shirt. Both of them didn't want to wreck their nullifiers since they were hard to make and replace. This was a weekly game that he got into playing with Rogue shortly after she joined them.

At first it was a friendly competition on the first time but that ended in a tie, so they agreed to another set next week. Rogue won by one game so he asked for a rematch, next week he was the winner. By now it had just became a weekly thing that they shared together. He liked it honestly she was a very good player and matched him perfectly.

Jean even though very athletic was better at basketball and soccer then this. She was good but Scott was much better then her, Evan, Kurt and Kitty didn't play and he was never that comfortable around the New Recruits because of the how much older he was around them. He felt a few years older when he tried hanging out with them. He tried Peter once and got his ass handed to him.

Apparently he should have figured that Peter's hand eye coordination, speed and agility would make this the perfect game for him. But with Rogue things were more even and they really pushed each other to win, and it was fun.

Rogue herself liked these times very much as well, it really was a nice way to relax and she looked forward to these games. Being the goth on the team there wasn't much she had in common with most of the others, although she and Wanda were going okay. At least the both of them liked the same books and movies so they were a bit at ease. Although there was a slight tension because both weren't as unique anymore being on the same team.

Rogue ran to the ball and gave it a hard hit with her paddle seeing it pounce off the wall. She was sweating like Scott but she was having fun. Sometimes they would try and trash talk the other or make jokes too. It was one of the few times that both of them could just let themselves loose a bit. She found that Scott wasn't as 'uptight' as he seemed he just acted that way because he had to set an example to the others.

Sure there were a few times she let herself loose too, a bit more now thanks to the nullifiers. Despite Kitty's insistence that when she had Peter help her in the dark room they used it as their personal make out spot. Okay so maybe a few times they had a little of that type of fun on the side but he really was making her like photography. It was fun and she was already making her own little album of photos she took herself and with Peter's help make in the darkroom.

Scott hit the ball once more and Rogue instantly saw she had over corrected. 'Damn it!' She tried to reach it but it went too far out of reach.

"Well that's game," Scott said with a smile on his face. Beating Rogue really was a challenge and boy it was sure satisfying when he did. He walked over to their bags and pulled out two water bottles and threw one to her. He took a gulp for his thirst, "Well that was a great game."

She nodded her head as she took a sip, "Want another one?"

Scott shook his head, "Sorry Jean and me are meeting Paul and Taryn for a movie later and I need to shower up first."

Rogue just shrugged her shoulders it was fine with her.

"Oh yeah are you going to that concert playing with Peter?" Scott asked as he picked up his stuff. There was this huge rock concert that everyone was hoping to go to. He was really looking forward to taking Jean to it.

Rogue nodded, "Yeah, after what happened with Venom he wanted to make it up to meh."

"Wasn't his fault."

She sighed, "Ah know but ya know how he gets with guilt." Scott thought about that and he saw her point, Peter had a nasty way of letting guilt eat him up inside. "Anyways it's not lahke somethin' bad can happen there at least."

"Yeah well see ya later," he called out to her and left.

Rogue was going for the ball when her head suddenly flared up in pain. She clutched her head thinking back to what happened in the bathroom, she felt strange for a moment it was like she was outside of her body or something. She felt really weird and didn't know what was going on. It felt like a floodgate in her mind was open and all these bits and pieces of memories and feelings were suddenly let out.

When it stopped she was on her knees as the pain left. 'Oh god no…Not again…'

She was breathing heavily and decided to get her stuff and see Beast for a check up later on that he had that night. If anything was wrong she needed to know. Although when she left what she didn't notice was that during that episode she had flung her racket into the wall where it had been thrown with such force it was imbedded into the wall.

**NEXT UP CHAPTER 18: FAMILY PART 2**


	18. Family Part 2

**THE RETURN OF SPIDER-X**

**CHAPTER 18: FAMILY PART 2**

It was the night of the big concert and everyone was actually looking forward to it. With school and the Venom thing, the new Brotherhood who had giving them grief since they got new members and Logan giving them all extra training to prepare them they all needed a time to rest up.

Since it was a major concert Xavier felt that they all deserved to have some time off to relax a bit. Many of the mutants were all for this of course. Tabitha even managed to convince Wanda to go with them since Tabby thought she needed to get out of the mansion more and have some fun.

Jamie however was on the other hand working up the nerve for something else. He was outside of Spyder's room wondering on asking her if she wanted to go with him. He had worked a few different ways of going about this with his clones. He wasn't going to make this a date-date but it was a step in the right direction. He finally worked up the nerve and knocked on her door, he waited and she opened the door her face immediately got a small smile on it.

"Hey Jamie what can I do for you?" She asked him.

He tried to hide his nervousness and rubbed the back of his neck, "Well I was just wondering if you were you know going to that concert?"

"Yeah I was thinking about it, I mean I've never been to one before. Why do you ask?" She asked him tilting her head and one of her grey haired bangs moved in front of her face.

"Well…I was just wondering if…you know you wanted to hang out together there," He wasn't sure how she would take it so he added in something else. "You know cause of how we usually get ignored and stuff."

She thought it over and she had to admit that they most likely would be left to themselves. Besides Jamie was always fun to hang out with, he was her best friend after all so why not? "Sure thing, I'd like that."

"Great," Jamie smiled broadly to himself, sure it wasn't a real date or anything but this was maybe as close as he could get. Besides the thought of asking her out for a real one sent his stomach into knots. She watched him go and went back into her room.

She looked at the jeans and white sweatshirt she was thinking of wearing but stopped herself. For some reason she felt that it wasn't good enough and maybe wanted something a bit more. She didn't know why but she wanted to look a bit better. She looked through her closet which after living here for months she had more clothing then she ever had.

Most were jeans, sweats and other things. Although she did have a few skirts, she chose a black one cause it kind of looked like one of the ones Rogue liked to wear. She was the only girl that she thought could wear one and not only makes it not seem too girly but cool. She went with a black T-shirt with it as well. She took a look at them satisfied, 'Why am I so worried about looking a bit nicer? I mean sure it's my first concert. Maybe I just want to make it more memorable.'

At least that's what she told herself but she got this nagging feeling that there was something else but pushed it aside.

Jamie however was as happy as he could be at the moment he walked cheerfully past Bobby and Roberto on the way to his room and the two boys looked a bit strangely at him. "What's with him?" Bobby asked seeing him so happy was an odd sight.

"Don't know…maybe the boy got a date?"

Both looked at each other before bursting out in laughter, "Good one man you nearly had me going there."

The Brazilian teen just shrugged with a smile, "Hey it was a good one. Maybe he's just looking forward to his first concert."

Bobby thought about it and nodded, "Yeah could be I remember mine. Oh man…"

"What?"

"Ashley Winslow…" He said with a smile on his face. Roberto got an interested look on his face at the how Bobby sounded at that. "Man it was before my powers kicked in, I had this crush on this blond girl Ashley for like six months. I asked her out to this concert and she actually agreed."

"Cool what was the concert?"

Bobby just shrugged, "Not sure we spent most of the time necking in the back." Bobby grinned as it turned out Ashley had been crushing on him too. "God what a night…Damn I miss her sometimes but it's hard to explain why you suddenly had to move to a 'private school' and all…"

Bobby sighed at that, he hated leaving her but without help he knew he was going to expose himself sooner or later. He had said goodbye and god that had sucked. Roberto was actually surprised to see this part of Bobby, you usually only got to see the joking side to him.

"Well look on the bright side, plenty of girls there to see that's for sure." Roberto said throwing an arm around the short boy's shoulders.

That playful grin of Bobby's returned, "Yeah you got a point. Beside I'm sure Ashley got a new guy anyway, because she was freaking hot let me tell you that."

"Really, you still got her number?" That caused Bobby to push him away in humor at that as both boys let out a laugh.

Others were already getting ready Jean was in her room putting on some finishing touches hoping that Scott would like them. Kitty wasn't sure if she could let her hair down or not this time and was bugging Rogue about it.

Rogue really wasn't sure she wasn't paying attention. So far she was using this to put her mind off her little medical thing going on with her. Once again she had to ask why she was paired up with Kitty when she joined since there had been many open rooms to use.

"Rogue are you like paying attention?" Kitty asked her seeing her roommate space out a bit.

"Kitty ah'm sure Lance will lahke whatever ya choose, so just pick something." The goth sighed as she tried to look for something to wear for herself. She wasn't sure if a skirt or pants would be better but then she knew that Peter liked looking at her legs sometimes so she opted for the skirt.

Although instead of the usual green top and covering she went with a green top that had no sleeves to it and exposed her mid rift. This one also hooked up behind her neck exposing the skin on her back as well. It did show a lot of skin but damn it after all this time it felt great to be able to and not worry about other people.

All those years of hiding herself under all that clothing made her feel self conscience about her looks. But ever since dating Peter she had started to feel better about her looks. Although she was worried it might be a bit cold and debated putting on that mesh top with it.

Kitty went with a nice red buttoned shirt and kakis. "So you think things will stay quite this time?" Kitty asked her as she put on her pants. "I mean our lives are hardly dull to say the least."

"God Kitty don't go an jinx it."

"Oops sorry, but you got to admit things never really seem to go as planned," Kitty sighed to herself remembering how the last time she and Lance went to a dance with music dino-monsters showed up. She was looking forward to just going out with Lance in a normal way. They're relationship had been going smoothly now for a bit and she wanted to enjoy it a bit more.

**-Brotherhood House-**

Mystique was in her room, which of course was the best looking and most furnished in the house. So far training the new and improved Brotherhood was difficult but they were starting to come along now. With the new blood they got a moral boost to say the least.

She had to admit though that she should have done this before but with her 'job' as Principle as well as later on as Risty she had been too busy. Now at least she could keep them from making a fool of themselves later on.

They would need all the advantages they could get if what Magneto had found out was true. Soon it was all going to change and the ground work needed to be done soon. But she did have to thank Irene for sending her to Sandra soon. The girl was everything she had hoped for and more, Sandra was so much like her that it was almost like she was her blood daughter and not just adopted.

Finally she had a young daughter, a protégé that she had always wanted to have. The girl's mind was sharp and took to all the training with vigor. She knew it was in part to make her proud and that she was. 'That girl will become a very powerful woman one day,' She mused to herself.

She was already slightly faster and stronger then the average human, and her sonic powers were very powerful. Yet there was maybe something else too, she wasn't sure but she had a feeling there may be a bit more with her. Just then on her dresser her cell phone rang out, she sighed thinking it was maybe Magneto asking for a report.

She flipped the small silver phone open but the number on it wasn't blocked like Magneto used. That was curious since there was only one other person that knew her personal number and the phone number showing up wasn't one she was familiar with. She made a mental note of it just in case and turned it on. "Hello?"

"Raven," Came a female voice she knew all too well as from her long time friend Irene also known as Destiny.

"Irene I was just thinking about you." She said in a slightly more pleasant tone then normal. Irene was one of the few people she trusted with her life and they were very close friends as well for years.

The voice on the other line wasn't pleasant however it was full or worry, "Rogue's in danger Raven. I have a vision in it she's surrounded by darkness. Something is happening to her and we may lose her."

That sent a cold dagger to the blue skinned woman's heart. Rogue the one thing that she had tried so hard with but had ended up losing. She had taken in Rogue at age four and for a little time she had lived with her and Irene and had helped to raise her. But her work with Magneto meant she had to leave, Rogue most likely didn't even remember those years anymore.

She had tried to keep Rogue with her, first with making her join the Brotherhood. But when that failed she had come up with the idea of Risty to get close to her and keep an eye on her. But once more that failed and now she may lose her totally this time. "When is it going to happen?"

"I don't know, I think tonight. I saw her at someplace with lots of people and music."

Mystique knew there was a concert in town, the Brotherhood boys had talked about it. "I think I know where she is."

"Go to her Raven, before it's too late. Whatever is going to happen will happen soon."

Mystique closed her eyes, "Thank you Irene, I'll get right on it." She turned off her cell phone and set it down. She had to hurry she didn't like this at all and had to figure out how to get close to her while she flew there. She knew that the Parker boy would most likely be next to her most of the time and she still didn't know how he was able to see through her disguise.

She opened her window but her door opened to see Sandra walking in, "Oh sorry are you going out?"

"Yes I am dear, there is something important that I have to see through."

"What is it?" she asked her seeing the worried look on the woman's face. She hadn't seen that look since she had been taking care of her as her body went through withdrawal. "What's going on mom?"

Mystique paused for a moment, there was too much to tell at the moment. She would have to later since she needed to know but Rogue had been a secret that no one but Irene really knew about. She had been debating telling her but after tonight she may have to. "I'll tell you everything when I return…I promise."

With that she turned into a raven and flew off leaving a slightly confused and worried Sandra behind wondering what was going on.

**-The Concert-**

Everyone was walking into the stadium at the this time eager for the show. Scott had his arm around Jean's waist as they walked in. It felt so good to be able to do things like this with her, for so long he had had feelings for Jean that he had to deny. But thankfully after Duncan an her broke up then he was able to get closer to her.

It was great, they had been friends for so long that he knew everything about her. He knew her favorites and her tastes and they just worked so well together since she knew him so very well also. They had been the best of friend for years and now they were dating. Sometimes it seemed like they had been longer then they actually had been dating because for how long they had known each other.

Jean could pick up a few feelings from Scott being so close to him and it felt nice. The things she picked up from him were always so warm and inviting. She leaned in a bit closer to him with a small smile on her face thinking back to how they met as children. He had been so skinny back then and now…well she had seen how well al those years of training had done for him as he was starting to fill out.

Plus he was just a really nice guy, no a great guy. He always thought about what was best for others and she didn't know why she didn't see Scott in this light before. It was a sharp contrast to Duncan and she was glad that she and Scott were together.

Truth was her feelings for him had been getting stronger, she had liked him before but as time went by they started to grow. She started to think about him more and it was almost like he was part of her mind sometimes. It was kind of scary but also exciting feeling this way, she had been wondering if this was what falling in love was supposed to feel like.

She had been thinking of asking Ororo or May about these feelings, she knew how much May loved her husband and if anyone knew what love felt like she would. But she pushed that aside, now she just wanted to enjoy her time with Scott here.

Meanwhile Jamie and Spyder were already running into the crowd, her eyes wide with excitement at being at her first concert. There were so many people there and there was also the band that was on stage warming up. It was loud and she had to shout over it to Jamie, "Where do you want to go?"

"I think over there," Jamie said as he pointed to a nice spot. She agreed and took his hand leading them there.

Not to far Peter saw the two and it brought a smile to his face seeing those two. He kind of wished he had a friend that close when he was Jamie's age but he didn't meet MJ or Harry until high school. He also saw Lance and Kitty together and looking happy, Tabitha was with Wanda who even though was trying to look indifferent seemed to be interested in the concert.

'Tabby sure has a way with getting people to have fun,' Peter thought seeing the blond help the goth loosen up. She also seemed to be trying to get her to go with her to talk to a pair of boys Tabitha spotted. Peter wondered who to feel more sorry for, Wanda or the boys if they got her angry.

'But speaking of goth girls,' Peter looked to his own date and boy did Rogue look like something else. She had even changed her purple make-up to green to match the top she had on. 'God she looks great, how is it that I lucked out with a girl like this?'

'I mean she's strong, she's pretty smart, okay not as smart as me since only Kitty or Forge can keep up with me. Well then there's Hank too of course but anyway she's a far cry from some empty airheads I can remember. She's also very beautiful,' He took a moment to look her over again. If there was ever a time for him to have his camera he wished he had it.

Rogue noticed him looking and felt a smile tug on her lips. When his hand moved to the small of her back and she felt is warm touch there on her skin it sent a small shiver through her. But in a good way, it felt so good to have a great boy that she could actually touch. Sure she needed the bracelet but it was still better then not being able to touch again.

Plus she did admit, Peter was pretty cute as well. She noticed Kurt was with Amanda as well, it was nice seeing him with someone too. Kurt was always a joker like Peter but she knew that both boys did it to hide their pain sometimes. It was odd, Kurt was an outcast because of his looks most of his life and Peter had the same thing only it wasn't for that reason.

She could relate, growing up she had only Irene in her life. She hadn't had friends really, for some reason that she didn't figure out until her mutation kicked in Irene kept her pretty isolated at times. So Rogue grew up being alone and from taking Peter and Kurt's memories she knew that they knew how it was like as well.

But she wasn't alone anymore, that was something that all three of them had learned.

Peter took her hand as he led her deeper into the crowd. "Come on let's get in closer."

Everyone was having a great time at the concert, as people enjoyed the music. Even Wanda had to admit things were pretty fun. "See what did I tell ya girl?" Tabitha shouted out to Wanda over the music. It had been over half-hour and things were getting pretty fun. She was already working up a small sweat from moving to the music.

Tabitha and Wanda were drinking from a water bottle at the moment taking a break. "Okay so this isn't as bad as I thought."

"Hello," Tabitha pointed to a couple of guys one with no shirt on. She just grinned and Wanda did look although she had no experience with boys. Even those guys Tabitha tried to get her to talk to she didn't say much. She wasn't used to going out and 'meeting guys' although she did admit the guy without a shirt was kind of ripped.

So she did kind of stare although what to do next she had no clue. Tabitha saw this and just grinned, 'I think it's time to try and get to introduce Wanda to the pleasure of boys a bit more.'

Although everyone was having a great time at the moment Rogue didn't feel so well. It just happened she had been cheering on the band with Peter and the next she felt really sick. "Hey, Rogue are you okay?" Peter noticed how she looked a little weak and was holding her head with one hand.

He touched her shoulder and turned to her him. She didn't look so hot and so he led her away from the crowd. When they were far enough away in the back where they could talk he asked her if she wanted to go home.

"No ah'm good…ah…ah just need ta use tha bathroom." She told him heading towards the ladies room. Peter sighed and decided to wait for her hoping she was okay. A minute passed without much but then he felt that familiar buzz in the back of his head for a moment but then it was gone.

He quickly looked around to see what caused it to flare up like that but he didn't see anything. 'Damn maybe I'm just getting paranoid and it's affecting it? I mean I have no idea how it even works so it might be a possibility.' At least that's what he tried to tell himself.

Rogue however was starting to feel very strange. She felt warm all over, her skin was crawling and her head was killing her. It was like there was a dam building up more and more pressure until her head exploded. She was walking to one of the sinks when it got really bad she nearly passed out until she helped to the sink by some blond girl.

"Hey there you don't look too well," The girl told her.

"A-ah'm fahne…just…just need ta take it easy." She told the girl who was helping her get steady. "Thanks anyway."

"Sure thing," She told Rogue looking a little worried about her. "But hey you never know, if you're here with someone maybe they should take you home."

Rogue was starting to think this girl had a point and it was nice that she was being so helpful. She was ignored by a few of the other girls there although Rogue didn't want a bid scene of it so she preferred it this way. She didn't want to make some type of scene.

She held her self there on weak legs and looked up into the mirror. She was sweating now and she wasn't sure what was going on. Rogue bit her lip as her body spasm then it suddenly felt like the pressure was gone. She was taking a few breaths and then when she reached for the faucet to turn on some cold water her arm froze.

Her eyes widened in horror at the bracelet or more importantly the 'jewel' on it. It was supposed to be green, but when it was about to loose power it would flash red. She always made sure it was nicely charged too. But it wasn't either, it was black.

'Oh god no…what…what happened?' She suddenly realized that her powers most likely were on and she had too much skin exposed. She needed to get to Peter and fast.

"Hey are you sure your-" But she didn't finish as Rogue couldn't stop the girl in time from touching her bare arm. Both girls cried out together only with Rogue it was a familiar sensation. Then the thoughts slamming into her head happened, but these weren't the thoughts of a stranger.

As she broke away she saw the woman turn into Mystique, the anger in Rogue was building up but she hadn't noticed where she was going and knocked into the three other girls there. One of them tried to catch her waist the other two one of each of her arms. It was mistake as she easily took their life energy as well.

Rogue cried out again as her mind was assaulted by these three unfamiliar minds. She fell to her knees with thoughts, feelings and emotions there weren't here's were running like crazy in her mind. It was too much too fast she couldn't keep it all straight. It was driving her crazy and clutched her head with her hands.

It was horribly painful to her now, but something else was happening she could feel it. Something was different this time. Something was wrong, so very wrong and it took her a moment to realize it. The voices were getting louder and louder and there are more and more of them. "Shut up, all of ya shut up!" She shouted out as she tried to push them back but it wasn't working.

She suddenly realized that she had just lost all control over the voices. They were breaking out and she couldn't do a thing to stop them.

"Oh god…somebody help meh…anyone…Peter please…help meh…" She whimpered out feeling like she was losing her sense of self.

**NEXT UP CHAPTER 19: FAMILY PART 3**


	19. Family Part 3

**THE RETURN OF SPIDER-X**

**CHAPTER 19: FAMILY PART 3**

Peter was outside still waiting and trying to hope that his girlfriend was okay. He hoped that he was just being paranoid and it was nothing. Of course the universe just loved to toy with him and when his spider-sense flared he wanted to kick himself for even thinking it.

He stopped outside the bathroom on the one hand his spider-sense told him something was wrong in there and Rogue was in there as well. On the other…it was the _woman's_ rest room and the last thing he needed was someone to know him going in there thinking he was some type of pervert.

When he heard the screams that's when he dashed into the room. He saw three girls down and out, Rogue on her knees and there in front of her was…Mystique?

He then ignored her and went to Rogue, "Rogue what's wrong!"

"Don't touch meh!" She shouted out and his spider-sense flared up even more when he tried to touch her. "Peter is stopped working…ah…mah head hurts…ah can't shut them out anymore!" She gripped her head tears in her eyes.

He was frantic wondering what to do and then he noticed that the 'jewel' on her bracelet was totally black. 'The hell? That's not supposed to happen, there should have been enough power left for two more months!'

He put that thought aside as took off his jacket. "Okay I'm here Rogue. Here put this on and let's get you back to the mansion."

She looked up at him with tear filled eyes as she shakily reached for it but then another stab of pain shot into her mind. Peter was looking at her when all of a sudden she shifted form and into a not to pleasant one either as she turned into Sabertooth. "Oh crap…Rogue?"

Sabertooth snarled out and attacked Peter gripping him by the shirt and slamming him hard against the tiled wall. "Damn Rogue now is NOT the time to start having mood swings with your powers." He grunted out and kicked her…him…whatever into the chest.

"Sorry about that but you're not giving me much choice," Peter said trying to think of something but then she/he cried out again and another form only this time Peter looked up, and up and up into Juggernaut.

"Oh man…This I really don't need."

Jean and Scott were dancing together enjoying the music, both of them having a nice time. They saw a few of the others too and so far everything was great. That is until a giant smashing sound was heard and people started to panic in the back.

"What the…what's going on?" Scott looked to Jean as she closed her eyes and placed her fingers to her temples. There were a lot of minds and she struggled to find something, then she moved to where she felt a lot of the fear building up. What she saw however though the eyes of someone else shocked her and she lost contact.

"Oh god it can't be…" She stated and Scott saw her pale a bit.

"Jean what is it?"

"It's Juggernaut!" She told him and Scott was in shock at that. He couldn't understand it, they put him away he should have been in prison still. There was no way he could have gotten out and Xavier not know about it and also get here so fast.

"Jean send a message to everyone else, we got to move!"

Peter groaned at he tried to get the stars out of his eyes. The last thing he remembered was a fist the size of a Volkswagen coming at him.

"Peter!" He looked up to see Scott there as he helped him up. "Are you alright?"

"Oh man I think so…although my spleen feels like it's halfway to Chicago about now…" he shook his head as he looked at the human sized hole that he must have made. No wonder he hurt from that hit and blacked out.

"Guys is it true?" Kurt and the others came up to them as everyone was scattering from the area and running out of the building. "Vas it really him?"

"Yeah Jean saw it," Scott told him.

"No it wasn't," Peter corrected him, "It was Rogue."

"What?" Everyone said at him, and so he explained it all. About finding Rogue and Mystique and how Rogue's powers were going out of control. For Jean hearing this brought back memories of what she had gone through and she knew how scared Rogue must be at the moment.

"Hey where the hell is Mystique?" Lance said to them, after hearing about her being there Lance checked what was left of the bathroom and he only saw three girls just coming around. There was no sign of Mystique.

Peter sighed and shook his head, "Why am I not surprised that she's not there? That woman knows how to sneak off."

**-Later-**

Rogue was running through the streets she didn't even remember how she got there. Last thing she remembered was being in that washroom with Peter…Then it all went blank, and now she was here running. She ducked down an alley to catch her breath.

Her head hurt and she couldn't focus. Something was just really wrong and she wanted help but what could they do? 'Is this what it's like to go slowly insane?' She wondered to herself. That was one of her greatest fears for the minds she had taken to just swallow her whole.

She could feel them now all of them trying to come to the surface, she felt like she was drowning.

Rogue didn't notice that she been followed ever since she had left the concert. Mystique in her bird form landed and shifted into her natural appearance. "Rogue."

The goth turned around and her anger flared in her seeing the blue skinned woman. "You! What do ya want? Isn't it enough that ya used meh not once but twice! What do ya want now?"

"Please Rogue I just want to help." She said calmly with a strange sense of emotion in her voice.

"Lair!" Rogue shifted into Mystique by accident as she went for a kick but the older woman dodged it. "First ya manipulate meh into tha Brotherhood!" She went for a backhand strike that went wide, "Then ya pretended tab eh my friend!"

She turned into Risty at that point and threw a straight punch that Mystique deflected and turned back into herself, "Ya just used meh all the tahme!"

"It's not like that Rogue there are reasons I did what I did," She said to her as she fought her off. She gripped her and suddenly found themselves teleported to a strange roof. Rogue using Peter's strength and agility got out of the hold easily enough.

"What possible reasons could you have to manipulate meh like that!"

"Rogue don't you remember?" She asked her, "You have my memories use them…We've known each other before when you were four years old you were taken in remember?"

Rogue thought back, she only had a few memories of that time. "Yeah…Ah was taken in by Irene…"

"And someone else…Remember?" She asked the young girl hoping that she would but maybe a little help would do the job, "Remember that blond woman?" With that she turned into a blond woman of thirty-five and for Rogue it was a person she never really thought about.

Rogue took a few steps back her eyes wide as saucers. She remembered that person but how could she know? Then memories of seeing herself as a young child entered her mind and they were Mystique's memories. "No…" She said weakly backing away from her as other memories started to surface.

"Yes you know the truth don't you?" Mystique said stepping forward, "I adopted you Rogue, I'm your mother and I had to leave you in the chair of my close friend Irene. I'm sorry I wasn't there but there were…complications. I've wanted to tell you for so long."

"That's why I wanted you in the Brotherhood and why I was Risty. I needed to be close to you, to watch over you. I already lost one child I couldn't let go of another."

Rogue couldn't handle this it was too much but the memories kept slamming into her mind. She wanted to deny it all, that this woman who had caused her so much pain wasn't her mother. But the truth kept on showing up in her mind. "No…it's not true…it's can't beh…"

She had tears in her eyes from this, "It's not true!" She shouted out and with Jean's powers pushed Raven away and flew off into the sky tears falling from her face.

Meanwhile the others were already looking for her. They had changed into their costumes and were trying to find her, Xavier was with Ororo in the X-Jet with a few of the others and Logan was with the rest in the Van. With the exception of Peter who was in his Spider-X uniform trying to find her his own special way.

Before they left he had found the bracelet he made for Rogue, it had been broken when she shifted into Juggernaut but on a closer look it seemed that it was overloaded. He hadn't designed it with Rogue's powers going off like this and somehow she must have overloaded it. Well he'll think of a new improved version later, now his girlfriend was out there literally out of her mind and her powers out of control.

He was sure there was a joke in there but at this moment he didn't feel like joking. "Damn it where are you Rogue? How the hell can you find someone in a place this big anyway?"

He stopped on the top of a building, "Come on big guy help me out here, give me a sigh or something…"

Peter waited and nothing happened so he hung his head and sighed. He was going to move on when a thunder clap was heard only he looked up to a clear night sky. Peter heard it again and looked over his shoulder to where it sounded like where it was coming from. There in the distance several blocks away looked to be a storm only it was centered around a certain area.

"Either that is a sign from god or Rogue just accessed Storm's powers…" Peter looked up at the heavens, "Please let it be you big guy, no offence she you're less scary."

Peter jumped off the building heading there.

Xavier also felt the surge in mutant power and he felt Rogue's mind but he couldn't contact her. All the other personalities were surfacing and he couldn't get into her mind because of it. He was very worried especially since he was trying to make sure no one witnessed these events. Xavier didn't like to invade other's minds but for this he had to.

It was taxing but he had to make sure no one got into the fight as well. He managed to send a message to all the X-Men to where she was and hoped they got to her in time.

Rogue meanwhile was lost in her own body, it was so confusing. One moment she was in one place the next the other with no memory of what was going on, or just vague memories but she couldn't remember, she didn't have time to remember. She was now floating above the streets not sure how or why when she looked down she though of all the humans that lived down there and she felt this cold hatred in her.

Images of a place with wire fences and guards with guns entered her mind and she felt hate. All the metal below her started to groan and shift under her powers. She reached out to start ripping it all out of the ground when a van pulled up. There was something familiar about it but she couldn't place it.

The X-Men in the van got out and looked up to see Rogue there, currently there was Cyclops, Jean, Avalanche, Shadowcat, Nightcrawler, Spyke and Scarlet Witch. Logan was next to them on his bike in us usual brown and black uniform with the mask. "Oh man I really don't have a good feeling about this," Lance said looking at Rogue.

"Okay people remember try not to hurt her, we need to try and get her down and calm if we can," Scott told the others. He really didn't like this but they had to stop her, he got flashbacks to when they had simulations with her as the enemy back when she first showed up in Bayville.

He hated it then and he really hated this now. "Kurt?"

The blue mutant nodded and teleported up and grabbed Rogue from behind, "Easy zhere Rogue, ve just want to help you," He teleported again but somehow something went wrong. It felt differently and he suddenly found himself hitting the ground hard and Rogue was somewhere else. "How did…"

"Elf move!" Wolverine shouted as Kurt teleported from a lighting bolt from Rogue.

Scott fired an optic beam only to have it stopped by what looked like a TK shield like Jean's. Jean herself tried to enter her mind but it was too much for her. All the voices were too much and she had to pull out of Rogue's mind. "Ugh…I can't get into her head there's too much in there."

"So looks like we do this the hard way then," Evan said as a few spikes grew out.

"Evan put those away we need to be careful I said!" Scott said to him.

He retraced the spikes, "Sorry man but what else are we going to do?"

"Wanda try to see if you can knock out her powers," Scott told her and the other goth nodded her head. She had been working on her powers in private lessons under Xavier and even doing some mental exercises with him during the day to help her with concentration.

She focused on her powers and fired a blue hex bolt at Rogue but she saw it coming. She vanished in a puff of smoke and reappeared next to them. She shifted again only this time into Venom, webbing fired out at Wanda's hands and they were coved in them.

"Oh great like this guy wasn't hard enough the first time," Kitty said phased though the body.

"Hey up here!" Came a voice and 'Venom' looked up to see Peter there on a street light. "Come and get me!"

Peter guessed that the Venom mind might be go after him and he was right as he found this new Venom leaping after him with speed that matched Quicksilver. 'Damn I didn't know she could use more then on power at a time!'

He tried to get away but ended up getting slammed in midair, and fell crashing to the street. "Rogue…Fight it!" He said while struggling only to feel a tremor from Lance knock her off balance and she turned back into Rogue only she looked up at Lance with a not so too pleasant look on her face.

The battle went on and soon the X-Jet landed with the others, the New Mutants leaped into the fight now and Rogue saw herself with so many opponents as they slowly surrounded her. "Come on Stripes just calm down an let us help ya." Logan told her trying to calm her down.

Rogue suddenly accessed Jamie's powers and made many versions of her. Her eyes glowed red as she fired multiple beams at everyone. Some got hit by the optic blast others managed to dodge it. Wanda with the help of a couple of others managed to get one hand free.

She saw an opening and took it, and hexed the lot of them. It was a wide shot and it tore up some of the street but at this point she figured it was messed up enough as it was anyway. The hex knocked all the Rogues back and onto the ground all of them dazed from it.

It was then that when Rogue was on the ground now with the multiple versions of herself was when Peter and Logan stepped in close to her hoping to reach her somehow. "Come on Rogue fight this! You never let people push you around so why start now!" Logan said to her.

"He's right Rogue," Peter jumped in hoping they could get her to pull it together, "You're one of the strongest people I know and I believe you can do this Rogue, come on and fight it!"

For a moment there she looked at them her eyes lost their glow as she tried to fight them off. She closed her eyes as her personality tried fighting to the surface. The clones merged back in and she fell to her knees, "Ah…Ah don't know…if ah can do this…"

Peter was next to her instantly holding her in his arms. "Rogue listen to me…You can do this."

"Ah don't know…" she said weakly.

"Rogue I am NOT losing you, you understand," Peter told her his voice full of worry, "Rogue you have to fight…because…Because I love you and I'll never let go, never let you fall and I'll always be there for you whenever you need me no matter what."

She looked up at him as he pulled off his mask to show her his face. She saw that he meant the words, and that he would do exactly that. She held him tighter as she used him as her anchor as she tried to fight it off. She pushed everything away but Peter…and what she felt for him as well.

The next thing she knew Xavier was there helping to purge her mind, it was all hazy and the last thing she could remember was falling into Peter's arms and him holding her. Everyone gathered around her as they looked to see Peter holding an unconscious Rogue.

"Did it work?" Kitty asked Xavier seeing the two of them.

"I…I don't know," Xavier sighed to himself he still sensed those minds inside of Rogue but they were more dulled down now. He just didn't know what the effects would be or the full impact on this.

**-The Next Morning-**

Aunt May was with Xavier as they walked the lower levels of the mansions. She never really liked these levels they were always so cold down here on herself, and now she saw why Xavier wore those turtleneck sweaters and jackets all the time with how much he spent down here.

She walked into the infirmary room yet again it seemed. They had just gotten out of it and already poor Rogue was put back in and Peter had gone with her. She was starting to wonder just how dangerous this life was and maybe this wasn't such a good idea coming here.

'Damn you May don't even go there,' She thought angrily to herself. 'Peter is happy here, he's got more friends then you've ever seen him. He's got a girl in his life, and then let's not forget all the other children here as well.'

When she walked into the room both of them saw Logan there leaning against the transparent wall looking at the bed. On it was Rogue sleeping with Peter still in his X-Men uniform sleeping by her bedside. His gloved hand was in hers hunched over sleeping. "Has he been here all night?" Xavier asked his old friend seeing him there.

Logan nodded his head, "Hasn't left her side."

"Or you," May said giving him a little smile, he just brushed it off or tried to but she saw through it. She knew that he had a rough exterior but that inside was a good man. "You really do care about her don't you?"

Logan let out a small growl of frustration, it didn't help seeing Xavier's amused smile on him as well. "Look the kid…well she's had it pretty rough. I can relate I guess…then you're nephew comes in and for once I actually she her start to smile. He's good for her and makes her happy and she deserves it."

"She makes him happy too," May stated seeing the young man that was her nephew who at times was like a son to her. "He was always so lonely…After his parents died Ben and I feared it may affect him and maybe it did. He threw himself into anything else then dealing with that pain…He threw himself into his studies later on and he isolated himself from everyone."

She sighed remembering how Ben and her tried to get Peter to open up more but he was always so shy and timid around people. She feared that he would grow up so lonely just so he wouldn't be hurt again with someone leaving his life. But then Ben died…And Peter found an outlet for himself, as Spider-Man.

As Spider-Man he could do something with the world, he could feel like he was making a difference that what he did mattered. She saw this now, she saw that Spider-Man was just a mask that was just something that was deep inside of him. Spider-Man was just a costume, nothing more.

The core of what Peter Parker was wasn't his powers or his suits, it was what was deep inside of him.

Seeing him there now she saw this part of him now, the part that cared.

Xavier had his own thoughts at the moment about seeing those two together. Logan had been right they were good for each other. That they saw in each other a mirror of the other, where as Rogue isolated herself and turned inward and put on a darker persona to hide in. Peter went the other way with smiles and jokes to hide what he was from the world.

They decided at that moment to enter the room, the sounds of them slowly started to wake Peter up. He still ached from that fight, 'Oy…mental note…you're girlfriend is scary when angry and don't piss her off.' He thought feeling those aches.

"Peter?" He looked up to see his Aunt and the others there.

"Oh hey…What time is it?" He yawed and stretched out but regretted that action when his shoulder got a slight stab of pain.

"It's seven in the morning Peter, how are you feeling?" Xavier asked seeing his physical reactions.

"I'll live," He looked back to Rogue though and sighed. He hated seeing her like this, "How is she doing?"

Xavier looked at Rogue and then back to what Hank had found out. Beast had been working on her throughout the night and they think they had found an answer. "We've been looking at her condition and there are a few…surprising results."

Peter narrowed his eyes not liking this, "Define surprising."

"Well so far from what we able to get so far somehow when Rogue absorbed that living suit her body had taken on a few of it's primary abilities mainly the one that enhances the host."

Peter nodded when he was in the suit he was faster and stronger then ever. He wondered what this had done to Rogue though. Xavier continued on, "We were aware of something like this but when she showed no real change we thought that maybe she hadn't touched it long enough."

He sighed then as he realized that mistake, "But it seems it was laying dormant in her system. We will have to run some more tests but apparently it caused Rogue to go through a power surge. That's why her powers we'll have to see what the full effects are on her though."

Peter hoped that the worst was over at any rate. He looked over at her just sleeping there looking totally relaxed and it was hard for him to see her like this. She just meant so much to him and he couldn't stand to see those close to him hurt.

"Peter maybe you should get ready for school," May told him gently.

He didn't move at first, "I…I just want to be here for her, I want to be here when she wakes up…I don't want to leave her alone."

"She's not along kid," Logan told him, "She never has been there is a mansion of people that care for her and she'll never be alone. And I'll stay just in case."

Peter felt a bit better about although he still wanted to be there for her. He gently squeezed her hand and leaned in close to her, "Rogue…Just remember what I told you…I love you and I'll never let go, never let you fall and I'll always be there for you whenever you need me no matter what."

He was about to let go when he felt her squeeze back and she opened her eye at him. She looked at him with her green eyes as a few tears fell. Peter looked into her eyes and smiled running a gloved hand over her cheek. She smiled back at him not saying a word but Peter didn't need words, her eyes told him all that he needed to know.

**NEXT UP CHAPTER 20: BACK TO NEW YORK**

**I also have something in my forum about this that I think my readers should look up. It's for a future part of the story and I'd like you're opions there on it. **


	20. Back to New York

**THE RETURN OF SPIDER-X**

**CHAPTER 20: BACK TO NEW YORK**

Peter was in the infirmary, Rogue was looking better and even though she said she was fine Xavier and Beast were keeping her there for tests. Rogue would have died of boredom if not for all the visits and of course Wanda keeping her company. The other goth girl hated being in the mansion when it was mostly empty as well and so far the two girls were forming a nice friendship.

But Peter noticed that Kurt was with her in there and decided to hold back, 'Oh boy looks like she's going to finally tell him…' Peter thought as he saw the expression on Rogue. She had told him and the adults about what Mystique had said and to say it was a shock wasn't even close. It had taken her a day to just work up the nerve to be the one to tell Kurt what Mystique had said.

Rogue had just finished telling Kurt everything and waiting for him to say something. To tell the truth she wasn't sure if she wanted people to know she was related to Mystique, hell she didn't want it to be true but after a long talk with Peter she felt that Kurt deserved to know. Like Peter had said he was technically her family.

Family…That was still strange for her since the only thing close to family had been Irene. Now she not only had a 'mother' but apparently a brother and a sister.

So now the ball was in Kurt's court on what to think. Kurt was just sitting by her bed not really saying anything in fact he looked like someone just kicked him in the gut and was just dazed. Kurt couldn't believe it, he just couldn't believe that not only did he learn that he had on older sister who hated his guts but that Rogue was his sister too.

All this time and they never knew of the connection they had to each other. It was a lot to absorb that was for sure. But at least with Rogue things wouldn't be as bad as they were with Sandra that was for sure. Rogue was getting a little impatient on waiting for an answer the suspense was starting to get on her nerves. "Kurt…Come on say somethin' will ya."

"Oh sorry…It's just that…man I had no idea…" Kurt said dumbfounded by it all.

"Yeah ah know…"

Then Kurt's face broke into a smile, "Vell I alvays vanted to had siblings and a larger family."

Rogue gave a small sad smile, "Ya don't have ta Kurt. Ah mean…Ah don't know what it means ta beh in a family so ya don't have to do this."

"But I vant to," He said placing a hand on her shoulder making her look up at him. "Rogue, veather you vant it or not you are mien sister and I vant us to be a family. I…Never had anyone ozher zhen mien parents and zhey couldn't have children of zheir own. I vas their miracle child they said but I alvays vanted more in my life. I vanted brozhers or sisters to play with."

"Ya really want a sister lahke meh in your life?" She said feeling a few tears in her eyes, she was fighting it back but it was hard. She had been just as lonely in her life. So far she had gained friendship, a place she belonged and fit in, a boyfriend, love…was she really ready to have a family?

"Ja…Rogue I vant us to be a family…Okay…Sis?"

She got a small smile at him calling her that, it was strange she had known Kurt for years. Sure he was like the annoying little brother at times but now he was _her_ annoying little brother is seems. It would take some getting used to that was for sure but a part of her longed for a family of her own. Sure this would be one messed up family but it would be her family, a family all her own for the first time in her life.

"Ah…Ah guess we could try this out…Brother…"

Kurt smiled and caught her by surprise when he hugged her. "Careful! Peter didn't fix my bracelet yet."

"Oh sorry," He grinned sheepishly pulling back, "Got kind of caught up in zhe moment."

The guess she could understand that and so there was a little awkward silence. Thankfully Peter decided to come in and save them the unsettling silence. "Hey how are things going?"

"Good," Rogue stated happy to see him, "I told him."

"So I guessed," Peter smiled at Kurt, "So what's it like to suddenly get two older goth sisters?" Rogue groaned forgetting about Sandra at the moment. "Guess that means she forgot about Sandra."

"Ja looks like it," Kurt chuckled to himself, he got up to excuse himself and touched her on the shoulder again, "I'll see you soon, but if you excuse me I zhink I'll call Amanda. She vill not believe this."

Peter raised and eyebrow, "What? Having her boyfriend as a blue fuzzy elf that can teleport, being friends with people with powers, knowing her science teacher turned into a monster and let's not forget the dino-monsters at the dance. You think _this_ she won't believe?"

Kurt laughed not thinking about that, "Ja I guess zhis isn't zhe most vierd thing to happen."

They watched him teleport out so now it was just the two of them at the moment, "So pretty lady what can I do for you? Fluff your pillow? Get you something to drink or eat?"

"Ah'm fahne thanks," She told him resting a bit, "Ah'm just sick to death of wakin' up here."

Peter looked around the room, "Yeah the sterile and all white look went out decades ago. You think we can talk Hank to painting this place up a bit? Putting up posters and stuff? I mean why do all these places have to be so drab and monotone?"

Rogue just shook her head at him slightly amused. "So how's tha new bracelet comin' along?"

Peter grinned at her, "Oh? Can't wait to have it to have your wicked way with me?" That earned him a playful swat on his arm but he took it.

"Not that ya damn Yankee," She told him although she was smiling a little.

"I'll have you know I'm proud to be a Yankee…Sure the team could do better but still," His smile then faltered a bit and he sighed, "It will be a few more days, Hank getting the replacement parts and he's putting it together but a few of the parts need to be put together just right."

"Oh…ah see," She looked disappointed by that and she was, she missed being able to touch again. "Well at least it's two days and not two years."

"There's the spirit," Peter gave a small smile to her, "So they find anything yet?"

She sighed and leaned back against her bed, "God ah wish…So far ah feel fahne but they are wondering how ah'm doing so well so fast. Plus they want meh ta do some physical work today as well."

"Damn that sucks…" Peter was now feeling a little torn. One the one hand it was now Friday and he promised Harry to visit him in New York after school but he also didn't want to leave Rogue alone. It was times like this he wished there was another of him or that Jamie could clone him or something.

Rogue then noticed the look on Peter's face, she knew him well enough to know he was deep in thought about something. "Peter what's goin' on? Is somethin' tha matter?"

Peter considered what to tell her but in the end just decided to lay it all down to her. He had planned to tell her anyway but then this whole thing happened. "So I can call Harry and tell him I can't make it if you want me here."

Rogue thought about it, truth was Harry was one of the only friends that he had back in New York and she didn't want her to get in the way. Plus she was fine as it was it was sweet of him to ask her though but still he should go. "Peter ah may want ya here…But ah don't need ya here."

Peter blinked a few times, "Uh…care to clear that up for me?"

"Ah think ya should go, ah mean he needs ya more then ah do. Ah'm doing fahne now, besides he's most likely in pain and needs a good friends and that's what ya are."

"You sure?"

Now Rogue was getting a little frustrated sometimes Peter could be almost as stubborn about certain things as she could be. "How about if ya don't leave then I'll get out of this bed and make ya go?" She threatened and Peter knew she would do just that. His girlfriend wasn't one for idol threats.

"Okay, okay you convinced me," He said holding his hands up in surrender. He got up and stroked her shoulder gently, "Well I better get ready then…I'll try to bring you back something from New York okay?"

She smiled at him and nodded, "And ah'll have the new bracelet by then too."

**-Elsewhere in the Mansion-**

May was getting ready to drive Peter back to New York to visit Harry. Her nephew had told her all about it and he wanted to give him a lift. It would allow her to visit a few friends in New York as well while he was there. There was still an hour before they left so she was just tidying up her room, just as she was finished there was a knock on her door.

"Come in." She was surprised to see Jean of all people walk in.

Jean had never been in May's room she saw photos around the place mainly of May, Peter and a man she guessed was Ben. The place had a nice warmth to it as well, with a few things here and there decorating the room. Several things that must have been brought with her when they had moved into the mansion an old dresser, lamp and a few other things.

"Hey May…Can I talk to you?" Jean said a little unsure about how to go about this.

"Of course please sit down," They both sat on her bed. Jean was starting to run through all the different ways she could go through this in her head. She must have been thinking longer then she had thought when May spoke up, "Jean dear unlike you I'm not a mind reader."

"Oh right, sorry." Jean's cheeks flushed a bit as she composed herself, "Well I just wanted to know…How do you know when you're in love?"

May stared to get an idea of where this was going and smile at her, "I see, so this has to do with Scott."

Jean nodded her head, "Yes…I've never felt like this…And well you were happily married I mean when you talk about Ben I can feel the warmth you feel when you think about him."

May's smile grew a bit more at those words, "Well Ben was special dear. I don't know if you believe in soul mates or 'the one' but to me Ben as all that and so much more. I was lucky to have found him in my life and I cherish each and everything moment we were given on Earth together."

Jean listened in on this, she never saw this side of May before, "How did you know that he was the one? That you were in love with him?"

May smiled thinking back to those youthful days, when she and her best friend Mary met the Parker boys. "Well you see Peter's mother and myself were great friends then while on a little vacation during the summer we met the Parker brothers Ben and Richard Parker. Well as you guess we both liked the boys and well things started to grow from there. We went on double dates all the time and the four of us were really close."

"So did you know right away?"

May thought about it, "Well not at first but over time I suddenly realized how much he meant to me. I started to think about him more, the thought of just meeting him again made me all excited, a longed for moments when he would just to the simple things like caress my face. Soon I just knew that I was falling in love with him."

Jean rested her head on her hands looking at the older woman and the look of happiness on her face when she talked about it, "What's it feel like?"

"Like nothing in this world dear," May said as she tried to put it into words. "When you're together it's like magic, you feel so much more alive and it's like the world suddenly makes sense. You feel warm inside when you think about them and when you're together it's like the other problems just melt away."

"It's also painful since when you're apart for so long you feel empty inside," May's face took on a note of sadness now and Jean reached out and held the other woman's hand. She smiled back at the young woman and went on. "You start to ache for them, to long for them. There are times you feel like you would do anything to have them back even for a moment."

"You miss him a lot don't you?" Jean didn't need to say his name she knew where this was going.

"That word doesn't even come close to it Jean," May said wiping away a tear, "When my Ben died…An important piece of me died with him. I've never felt whole again Jean and I know I never will. You see when you find that one person that's it there is no second chance. You can find love again but it will never match up to the one you belonged to."

Jean really thought about that and how May was feeling at the moment. She thought what would happen if she suddenly lost Scott. She felt this void in her all of a sudden this terrible empty feeling and she couldn't imagine living like that.

"I…I think I know what you mean." The red head began, "Lately I think about Scott all the time when I'm not busy. How he smiles, how he always making sure everything is going. How cute he looks when he's a little uncertain about something."

"He knows me better then anyone, we've been close friends for so long I feel like I've known him my entire live. I can't imagine my life without him and…Well it's like you said, I feel complete with him in my life."

May could only smile warmly at the young woman as she put a hand on her shoulder, "Then I think you have your answer Jean. It sounds like you are in love with this man."

Jean looked into her heart and said what she felt, "Yes…I do." Jean got a huge smile as she felt that she finally knew how she truly felt now and looked at May. "Thank you for listening and helping me."

"Anytime child and I wish you and Scott well," May kindly said to her remembering how she was at her age. It was uplifting to see so much young love growing up around this mansion.

**-Three hours later-**

Peter had been riding with his aunt for the last few hours it only took one to get to New York but once you hit the traffic well that added to the travel time. He was tempted to ask her to just dropped him off at an alley and suit up and swing there. It would only take him a few minutes after all he got from Queens to North part of Manhattan in ten minutes, that had to be some type of record too.

But he thought against it, although his aunt had been talking about him and Rogue quite some time too it was kind of embarrassing as well. He knew that she was just checking up on him but sometimes he thought he'd rather go another round with Venom again. Especially if this turned into another sex talk again like last time.

God he hated that, but he and Rogue did get Logan back when they found out he was the guy that gave his aunt that idea. They had pretty much had taken all the beer bottles in the fridge and replace it all with Sprite soda. The hard part had been for Peter to get the pressure just right so when he pulled off the cap it made that same sound of pressure being released.

Still it had been funny as hell seeing Logan take a drink and then spit it out, boy had he been pissed. Sure he gave everyone extra training that day but both he and Rogue agreed that it was well worth it. They finally made it to the Osborn residence which was mainly a tall tower in Manhattan with a built on mansion on the top of it.

May stopped to let him out since she wasn't going in, "Give my best to Harry and I hope things work out."

Peter nodded as he opened the door and pulled out a backpack and a suitcase, "Thanks I will Aunt May, enjoy seeing some of your friends."

"Oh I will, I'll see you again on Sunday." She told him and went off before she held up the traffic.

Peter slung the backpack over his shoulder and picked up the suitcase and walked up to the large glass doors. He had been here many times but the size of the place was always intimidating. The reception area was large with a lot of people in suits going back and forth. He remembered the first time he and MJ had went over to Harry's it had been kind of scary with all the strangers around.

But by now he knew the routine, he went up to the front desk to see a new guy working there giving him a strange look, 'Most likely thinks I'm a tourist who thought this was a hotel.' He thought with a small grin to his face.

"Can I help you?" He man said to him giving a little attitude but hey this was New York after all.

"Yeah I'm Peter Parker," Peter said hoping to have a little fun with this guy.

"And that's supposed to mean something?"

Peter just smiled, "Check the registration form for the Osborn residence for today, the T-32 form I think. You know that blue sheet they give you so you can hand out the keys to all the important people so they can use them in the elevator."

Peter tried not to laugh as the man straightened up a bit and looked a little nervous. Peter saw him check the blue papers for VIPs and when the man suddenly froze and paled he had to bite his tongue from not laughing out. He saw the man swallow and quickly got one of the keys for the elevator. "Oh I'm s-sorry sir, h-here you are."

"Well I never," Peter faked being insulted and grabbed the key and walked off. It was good to let people know that the next person they are rude to could get them fired. He bet the guy would be sweating bullets all day. He got into the private elevator and put in the key and then pressed one of the few buttons there that would take him to the top most levels only.

He waiting while wishing for the guy to created elevator music would be arrested for crimes against humanity when the doors opened. He stepped out to the marble floor, saw what you will about Harry's dad the man had style. Peter looked around at all the really expensive things they were never allowed to touch.

Norman had things in here that put Xavier's to shame really, where the mansion was nice and homey feel to it this place felt more like a king's personal quarters and someone like him wasn't welcomed. There were large carpets, old furniture and lots of other things. "Why do I always feel like I just stepped into a museum when I first walk into this place?"

"Most likely because I bet his dad buys some of this stuff from them," Peter jumped and spun around but broke into a smile seeing who was there. Mary Jane Watson his old friend and old secret crush, standing there looking as good as ever in her low cut jeans and t-shit that was showing off her stomach, her long shoulder length red hair flowing free as always.

"MJ!" Peter cried out happy to see her in the flesh again, he picked her up into a hug as she laughed hugging him back.

"Hey stranger long time no see!" She said happily and then felt his arm, "Damn Peter what the hell?"

Peter noticed what she might have been noticing, ever since he got bite by that spider and went from skinny to ripped he had been hiding it. "Oh uh…there's this fitness program at that boarding school that we do. You know keep the mind and body fit and all."

"Well it's working," She smiled at him.

Peter just shrugged a little sheepishly, "Yeah well I was tired of being the unofficial punching bag of our high school." He hated lying to her like this in fact he hated lying period but sometimes you had to do something like this to protect others. There was an awkward moment of silence between the two of them before Peter asked the question he had to ask, "How's Harry holding up?"

MJ sighed a little, "Well…he's holding up he's just really frustrated that they won't let him see his dad you know?"

"I still don't get why they are doing that," He shook his head trying to think of a reason why.

MJ just shrugged as she led the way through the place, "I wish I knew that too, but at least with the three of us together again we can cheer him up…Peter…"

"Yeah?"

"I've…well I've really missed you," he said slightly softly, Peter had been the rock of the group for so many years it was hard not to have him around anymore. Sure she still had other friends but her, Peter and Harry were like the three musketeers. When he left it was like she lost a central point of her life.

Peter placed a hand on her shoulder, "Hey I missed you and Harry too."

"Oh by the way we got another visitor here too," MJ said with a grin.

That got his interests, "Oh really?"

"Remember Liz?"

Peter thought about it for a moment, "Wait-you don't mean Liz Allan? The cute blond girl that Harry has been crushing on for like a whole year?"

MJ giggled and nodded her head, she filled him in on how she and Liz were friends and when she told him how bad Harry was doing she noticed how Liz was taking it. She pulled the girl aside and asked her if she felt something for Harry. She had confessed that she had liked Harry from the start but never thought that he took much notice of her.

It was at that point Peter burst out laughing, "Oh man I just knew you liked to play match maker."

"Hey!" the red head said in her defense, "It's working, I left the two of them along to get you and they were all flirty and stuff."

Peter grinned at the fortune of his long time friend it was about time Harry got a girl in his life and he guessed with this Harry might be in a better mood for later on too. By the time they reached Harry's room he and Liz were already talking and laughing about something. Peter just took a moment to watch his friend, it was good to see him happy even if it was for the moment.

**NEXT UP CHAPTER 21: IN A NEW YORK MINTUTE**


	21. In a New York Minute

**THE RETURN OF SPIDER-X**

**CHAPTER 21: IN A NEW YORK MINTUTE**

Peter had been sitting around in Harry's room which of course had all the finer things. Since Harry's dad was the type to buy his son's affections or at least to make up for his lack of affections. There was a widescreen flat HD TV on the wall, game consoles and a bunch of other stuff.

But he was just catching up with the others for the past hour. It was great to just sit back and relax not having to worry about anything. Although he still worried about Rogue now and then he knew he shouldn't since she was fine but damn it he still did.

"Peter? You okay?" Liz asked him seeing him space off again, "You've been zoning out a few times."

"Huh? Oh sorry about that," Peter starched the back of his head a little embarrassed. He hadn't realized he had been doing that.

"Peter, are you okay?" MJ asked him gently she knew him well enough to know when something was bugging him and at the moment she wanted to know what was going on.

Peter thought about blowing it off as nothing but looking at Mary Jane he just knew that he couldn't get away with it. He sighed as he decided on what to tell them, "Well, remember Rogue? Well she's a bit…sick. She's better but I guess I'm a little worried about her."

Harry nodded he did remember that girl and from the talks he and Peter had, "Well you didn't have to come here then Peter if she's not doing well. I would have understood."

"Yeah I know but she threatened to kick my ass if I did," He chuckled to himself.

"Who's Rogue?" Liz asked as she was a bit lost in all of this.

"My girlfriend," Peter smiled he loved being able to say that. All these years of nothing and fate steps in and now he's living with a bunch of people one of who he's dating. "I got a picture if you want a look."

"You bet," Liz said happily as Peter dug out his wallet. He pulled out a picture of him and Rogue together and showed it to her. "Wow…Didn't know you had a thing for goths there Peter, and yeah I can see her kicking your butt." She giggled and Peter took the photo back with a mock glare.

"Gee thanks for taking my manhood down a peg," He said deadpanned, "Anyway not that I'm complaining about you dating my buddy Harry. Lord knows he needs it."

"Hey!"

Peter smirked as MJ covered her mouth, "But I thought you were with the evolutionary throwback Flash?"

"Ugh, please don't mention that jerk to me again," Liz crossed her arms. She told him how about a month ago she caught him making out with Erica from the cheerleader squad in the back of his car. She pretty much had called it quits on him after that and swore off jocks.

"Wait Erica _the_ Erica? One of the most popular girls in school who every guy has tried asking out, Erica?" Peter said surprised both that Flash got some and that her standards were so low. 'Damn if I had known she would make out with Flash of all people I would have given it a shot back then.'

Liz rolled her eyes and nodded, "Yeah well she can have him." Harry went over to her and started to rub her shoulders a bit and she seemed to like it. Peter had to smirk at that, he remembers doing the same with Rogue a few times and it was a good sight. But then he caught MJ looking a bit happy and sad, and he knew that now she was the single one.

Peter didn't know why she was, she was beautiful and a great person. He kind of hated to see her without someone but then again relationships weren't his specialty. After all several of his dates with Rogue had gone pretty much as bad as they could get not to mention how long it took to just get the two of them to date.

But still he wanted to help MJ out in some way he just didn't know how. "So anyway guys what's up in New York, anything interesting?"

"Well other then that serial killer going around," Liz shuttered at that, "Man how can there be people in the world that sick?"

"Oh god yeah I know I heard about what he does to people and it's pretty gross," MJ agreed to that, she didn't even go out at night sometimes at least not alone. The entire city was kind of scared of this freak of a person. "Be thankful you're in Bayville Peter this is not the best time to live in New York."

Peter nodded he had heard about this of course but seeing the looks on their faces he could see that this was a lot more serious then he thought, 'Well if the police don't catch this guy then maybe if I'm lucky I can help out. Besides dealing with super powered nut jobs and psychos it's nice to deal with the regular nut jobs and psychos for once.'

**-Bayville, Brotherhood House-**

Sandra Dean was in the room she shared with Delilah on her bed. She was still fuming over the bombshell her mother had told her about Rogue being her sister. Well at least foster sister but still she didn't like it, plus there was one major thing that was bothering her.

Rogue was just like her, a girl that Mystique took in as her own. Only Rogue turned to the X-Men, Sandra had learned all about the things that Raven did. Making it look like the X-Men were after her and then posing as Risty from older members of the Brotherhood. But now knowing that Rogue was an adopted daughter she could see why Raven did those things.

She just wanted Rogue close to her, she had already lost a son and she didn't want to completely lose another daughter. But what did that make her then? Was she nothing more then a replacement for Rogue to Raven? That was what really hurt more then keeping this from her, the fact that she may be nothing more then just a spare.

It was bad enough having parents that had ignored her, verbally and physically abuse her so why did this hurt so much more then that? Why did the thought of this just make her entire life seem like crap?

She was interrupted in her brooding when Delilah came in looking like she had just come in from a jog. "Oh that was great, hey why the long face? You're usually not this dark I mean even with your black goth look you're usually kind of upbeat."

She just turned away form her on her bed, "You wouldn't understand."

Delilah sat on her bed with a slight frown, "Oh come on let Delilah in on the secret so she can make it better. You're the only other girl here and where else can I find any intelligent conversation in this place?"

"The boys? Please most of them are uninteresting, Pietro only things with either his ego or lower brain. And Max…Well he's not very social and I don't really like the guy that much."

Sandra sighed knowing her roommate she won't let this go no matter what. Delilah didn't let anything get in the way of what she wanted and if she wanted answers then she wouldn't hesitate to do anything to get them. So here she was telling her friend all about her whole new family tree, parents that she couldn't care if they were dead or not, an adopted mother with one son and another adopted girl.

Delilah listened in interested in this little news, it was sure something. When it was all over she had to admit that was one hell of a story, "Wow…You know you got one messed up family.

Sandra glared at the other girl and was tempted to slug her one but she only had enhanced strength not super strength like Delilah. The other girl just gave a small laugh, "Hey don't take it so seriously. So the main problem you got is that you feel that you're no longer special in Mystique's eyes."

Sandra just nodded letting the other girl go on with this.

"So then just make yourself special then, put yourself up on the top of the food chain and let nothing get in your way," Delilah said as if it was just as simple as that although Shriek wasn't sure what she was getting at.

"Wait what are you talking about?"

Delilah rolled her eyes and sighed, "Look you already got the inside track. You're with her and accept her while her other kids don't. Now you're the 'good' daughter in the family and all you have to do is just make her proud. I mean it would be easy for you to do that, just prove that you're the daughter she always wanted. It's pretty obvious that your mom already cares for you she didn't have to take you in you know. So just be the daughter that would make her proud."

"You mean like kicking X-Men ass?" Sandra got a small grin on her face and it was mirrored by the other girl.

"There ya go," She grinned at her maybe there was hope for this girl yet. "You're already in her good graces so it shouldn't be hard to make her proud of you."

Then she sat herself up off her bed and took a towel, "Well if you'll excuse me I need to go and shower, then maybe play with Pietro a bit. It's just so fun to have that guy keep trying to impress me." She gave her a winked and walked out of the room.

Sandra was now alone but now she was in a different mood, 'If Raven wants a daughter to be proud of then she'll get one.' She thought to herself. She could prove who would be the best child of Mystique and there would be no one to get in her way. She let people walk all over her, her entire life well it ends now. She could train hard and fight hard and make her mother proud, and if she had to step on her 'siblings' to do that well then she was just fine with that.

There was room for only one kid in this family and she was going to be it.

**-New York-**

In a modified loft in Manhattan, on the top floor there was a large open space. It was heavily modified with machine parts, equipment, a large computer over in one corner. There were no windows at least none that weren't sealed over now, this was a sanctuary a place for privacy and for work.

Off in one end where there was a personal gym set a man worked on pull ups sweating as he worked his body to its best. He liked to keep in constant shape since his job demanded that of him, plus he liked to keep en edge in a fight as well. He wasn't overly built but he was strong and in good physical shape.

There was a beeping noise over by the console there was only one man that had access to this computer and he knew better then to keep him waiting. He took a towel and started to dry himself off as she sat down at the computer chair and pushed a button. On the screen there was the larger then life Mr. Wilson Fist AKA the Kingpin of crime, but also his boss. "What can I do for you tonight?"

"I need you to take care of a building for me, it's used for money laundering and I would like it taken out of the picture," Fist told him flat out as a map of the city showed up. One place was marked in red as an address and several images of the place were on the screen.

The man grinned, "Oh I can do that, I'll get right on it."

The large bald man nodded, "Good, when it's done I'll wire the money into your account as usual." Without another word the viewer clicked off and he pushed himself off the chair and went to a locked door. He pressed in a code and it hissed open, he walked inside and there he saw several of the costumes that he wore.

One was a little messed up from one of his last jobs so he pulled on one of the others. First was the grayish-green body suit that was actually a high class body armor that would protect his body. Then the brown boots, orange vest top, and brown cloak that looked torn at the bottom. The brown gloves came next as he also started to attack his weapons to his belt and travel back slung over his shoulder and chest, resting at his hip.

Then there was one last detail, he pulled on the garish mask. He actually liked it, it really sent terror into his victims. "Well now New York get ready for a night of chills, thrills and chaos. As the Hobgoblin makes goes out again tonight!" He said to himself laughing as he left the room and jumped up onto his bat glider. He pressed a button on his belt and part of the wall on one end opened up to the outside.

He started his engine and took off like a rocket into the night sky as it closed up behind him.

Across town night had fallen and everyone was sleeping in the Osborn mansion. Liz had gone home with MJ walking her back and Peter now was in the guest room which was just perfect for him. He needed to get out tonight and being in his own room meant that he could change without Harry noticing.

Peter had just finished putting on his Spider-Man suit and went out to the balcony and looked down, "Well at least this far up no one will see me jump out of here." He said to himself before taking a flying leap off the building, he allowed himself a little freefall for the moment just feeling the wind rush by him gave him a little of an adrenalin boost and a sense of freedom before he threw out a hand and fired a web line out into the city.

He loved web slinging and he had finished up most of his homework and since it was the weekend he figured he could stay up a bit later then he normally did. After all a hero's work is never done right? Well at least that was one of the excuses he had lined up for Logan and Xavier if he ever needed it.

'You know Bayville is a nice small city but this place has always felt like home to me,' Peter thought as he swung through the skyline. He was a New York kid at heart there was just so much in this city, he grew up here and he always loved coming back now and then.

After a few hours he had already managed to stop two car jackings, three muggings, what looked like someone trying to bust into an electronics store and of all things a flasher. Peter was on a building as he saw the man in the large coat webbed up to the street light in the park as cops took him in, "God of all the things to run into. Only in New York man I swear it, what is it with guys like that? Ugh, I'm going to have to wash my eyes tonight or maybe ask a telepath to wipe _that_ image from my mind. You never heard about heroes dealing with this type of thing that's for sure."

"Oh well at least it's a…no…I'm not going to say it," Peter crossed his arms he knew that if he said it he would jinx it, "I am not going to say it and then the universe can't screw with me and make something bad happen. This time I am not falling for it."

Then there was the sound of an explosion a few blocks away with bang sounds that from experience he knew were gun shots. "Oh come on! I didn't even say it! I wasn't even thinking it for crying out loud!" He looked up to the heavens, so much for his quiet night out. "That's it the universe hates me, it has it in for me I don't know why but it does…"

He sighed as he went off to see what was going on and kissing his not so quiet night goodbye.

A few blocks away the Hobgoblin was having the time of his life, he loved his job and the violence that went with it. He threw more of the bat-like boomerangs that were razor sharp and the small pumpkin shaped bombs at the crooks that were fighting back.

It looked like the remains of a Laundromat, the irony of it all wasn't lost on him for this place to launder dirty money kind of funny in a way. Well he took care of that with a few explosives and now the place was on fire. Those there were there were running out with both as much money as they could carry and weapons.

But it was hard to hit a flying target in the air in night while he was laughing maniacally while firing at them and a raging inferno behind them as well. Some of them came out of the building with burns, smoke in their eyes or cuts from the explosion.

"Oh this is just too easy," Hobgoblin said and pointed his two fingers at one man, as an electrical current came out and zapped the man in the chest. "Isn't there any of you that's a challenge?" The rest of them were running away and he was pretty disappointed.

"Hey gruesome! Halloween isn't for several months!" Spider-Man shouted out and this caused the Hobgoblin to turn around only to get knocked in the chest by Spider-Man's feet. He fell off his glider but its systems were designed for this and flew under him to catch him.

He looked over at his enemy and he actually grinned, "Ah so I finally meet the wall crawler. You know I've heard all about you…Funny I thought you wouldn't be so…"

"Handsome? Dashing? Heroic?" Peter quipped as he landed on the side of a building.

"I was going to say short and slim." He crossed his chest.

"Ouch…you know that really hurt, although coming from a guy that looks like a reject from a sideshow circus I'm not too hurt," Peter said back.

"If you think that hurt then…Try this!" Then he threw several razor bats at Spider-Man but was amazed at his speed and agility. It was then that he knew he actually had a decent challenge this time. He flew up into the air and lunched one of his pumpkin bombs at Peter.

Peter felt that same buzzing sensation in the back of his head as he dodge, he saw the pumpkin things explode when they hit the street, "Exploding pumpkins? Where the hell do you get those? Not to mention why you would have those? What you wanted to complete the Halloween thing you got going?"

"Oh great looks like I got someone who won't shut up," Goblin muttered as he threw a few more razor bats.

"Whoa," Spider-Man had been standing on a building and pulled a move that would be the envy of limbo professionals around the world as they sailed just over his chest and face. He looked at them and got back up, "Dude you better hope that no one finds out you're ripping off Batman with those things they will sue you for that."

"I just blew up a building you think I care?" Hobgoblin asked him sarcastically as the two fought on.

"Yeah point taken ugly," Peter jumped out of the way. Although by then all of this had caught the attention of the fire department, police and even a news chopper were coming onto the scene. Hobgoblin knew that the Kingpin would have his hide to the wall if he was exposed now.

"Damn well sorry to run but I'm late," He then opened his palms and bright lights blinded Peter while he was swinging in the air. He lost his grip and fell onto a building it had hurt but not too much only now he couldn't really see thanks to all the spots in his eyes. "Later wall crawler and remember the name Hobgoblin because I'm sure we'll meet again and finish this, I just want to be sure you know the name of the guy that will put you six feet under."

With that he laughed as he rode off, Peter thought about chasing him but by the time his vision was cleared enough he already had a few helicopters on the way. "Damn…Another time but first I better get out of here before someone sees me."

**-Oscorp-**

The doctors in a secure place inside of one of the Oscorp buildings were looking over Norman Osborn. So far he was stable but he had been exposed to large quantities of an unknown chemical. By the time they had found him his pulse had been weak and he was in effect comatose.

They had worked on him but found no physical injuries in fact he was in perfect health better even it seemed. No one knew what to make of it although his blood samples showed signs of having something unknown in it they weren't sure if he would be okay. For all they knew he would stay in a coma, or pass in the night.

He was also kept under strict security as Dr. Octavius was still on the loose as he had managed to flee the building that he had attacked. By now the NYPD were looking for him and there was talk of the FBI getting involved but so far he had gone underground for the time being.

"So how he is doing?" A female doctor asks her male counterpart as he was checking the readouts as she walked in.

"He's stabilized still no real change, at least at the moment." He said writing down his observations down onto a clip board.

"Well it's late we might as well clock out then, I doubt he'll have any real change anytime soon." She told him and he nodded his head so far it looked like he would stay like this for a long time. "Come on I'll buy the coffee this time."

He smiled as he put the clipboard away, "Sure thing I could use a nice cup."

They walked out of the room shutting off the lights leaving Norman in near total darkness. In the middle of the night though was when the first signs of life started to show. The heart rate monitor started to beep a bit faster as his breathing became deeper as well. His fingers started to twitch at first his eyes moved under the lids as scenes of the accident replayed in his mind.

Running from Dr. Octavius and then being trapped in the Goblin weapons room. Trying to fight against his enemy then the canisters being broken open the gas was the one of the last things he remembered. Those last few moments played out over and over again in his mind. But there was something else like there was something in the shadows looking at him.

In his dream he looked and saw a shadowy form and then the laughter, haunting laughter. Just when the image was going to view it was interrupted.

Norman's eyes opened wide in the waking world as he finally woke up.

**NEXT UP CHAPTER 22: LAST DAY IN TOWN**


	22. Last Day in Town

**THE RETURN OF SPIDER-X**

**CHAPTER 22: LAST DAY IN TOWN**

Peter finally got back to Harry's late at night he had tried looking for that Goblin character but so far no luck for him. So he went back to the high rise and slipped into the window, he was careful to be silent just in case and changed out of his costume and placed it all in his backpack under some other stuff as well.

After that he just put on his sleeping pants and just crash on the guest bed. It had been a long night and he was aching for some rest. He fell quickly asleep too just soon after he hit the pillow.

It wasn't long until he was dreaming too, so far in his dream he was over the streets in broad daylight. He wasn't along though since in his arms was Rogue. Another odd thing was that he wasn't in his Spider-Man suit or his Spider-X one he was just in jeans and a shirt with web shooters. But either of them seemed to care as Rogue was happily had her arms looped around his next with one of his arms around her waist.

He felt at peace here as they swung over the city. He noticed she was in that purple top and black jean pants. The wind moving through her hair and that she was smiling, he loved seeing her smile. "Peter let's set down for a moment okay?" She asked him.

"Sure thing and I got the perfect place in mind," He told her as they moved over the streets oddly enough it was like the entire city was theirs like they were the only two in it. He landed on the side of a building as he shifted her on his lap for a moment. He fired out his webbing making a 'bridge' to the other building.

"Here ya go," He said gently setting her on the webbing, it was like walking on a water bed but it was strong material. She sat down and was about to ask why here when she looked to her right and saw the landscape of the waterline. It was a great view one Peter had found on his way through the city once.

He sat down next to her as she cuddled up next to him and leaned her head on his shoulder, "It's beautiful Peter…"

He lightly took her chin to make her look up and him, "Only half as beautiful as you are." He told her from his heart she had a slight blush on as they leaned forward kissing him lightly. Soon the light kisses became harder and more passionate as she started to run a hand over his chest. He rubbed her back as they fell onto the webbing as they started to make out with each other.

Rogue was moaning out lightly enjoying the touching of each other, Peter loved it as well all these years nothing and all of a sudden he had a hot girlfriend and here he was making out with her. He moved down to her neck as she gripped his head moaning out his name. "Oh God Peter…Ah love ya so much."

"I love you too Rogue," He said although it was slightly strange being in love with a girl that he didn't even know her real name. But he didn't care to him Rogue was her name it was the name that he fell in love with. He felt her hands on his chest as she lightly pushed him off, "Rogue?" He asked a bit confused.

She grinned up at him with an expression he hadn't seen before on her as she crawled back a bit so she was slightly sitting up at bit. Her hands went to the knot in front of her top as she slowly started to undo it, "Do you want me Peter?"

His eyes nearly bulged out of his head at this, he felt like there was an angel and devil on each shoulder. The devil was telling him to go for it but when he waited for the angel one to talk it was too busy staring as his girlfriend was about to take her top off. He swallowed hard as she had undid it and was about to open it up to him when-

WHAM! "Peter!"

"AHHH!" Peter jolted awake in his bed nearly jumping out of it totally. He was confused and disoriented as he looked around wondering where all his stuff wasn't there when he remembered where he was. He noticed Harry and he just groaned and fell back onto his bed.

'God hates me…I can't even have a nice dream about her without something screwing up, maybe I'm just a jinx,' He thought bitterly, that was one of the best dreams of his life and here it was stopped just as it was getting good. He hated his life sometimes, even his dreams were against him it seemed.

"Peter, were you still asleep?" Harry asked him the excitement in his voice.

"No I was doing my impression of one…" Peter mumbled as he threw a pillow over his head.

"Peter it's ten in the morning," Harry told him as he watched Peter look at the clock and then groaned and his face hit his pillow. "If you have trouble sleeping you really should get that looked at. I mean you really should be getting better sleeping habits if you keep waking up or something."

'I will not kill him, I will not kill him, he's my friend just cause he ruined your dream it's no reason to kill him…no matter HOW good the dream was…' He thought to himself before getting up and looking at him.

"Is there a reason you came in here?" Peter asked him while silently asking why he couldn't wait ten more minutes.

"It's my dad Peter!"

At that Peter got up and out of his bed, now he was fully awake at that as there were several things that could have happened. He looked at Harry and he wasn't distraught so his dad wasn't dead he hoped. "He woke up! My dad just woke up last night!" Harry cried out.

"Oh man that's great news!" Peter was happy for his friend so he could forgive him for waking him up early at least. He went to get dressed as well since he just woke up, "Let my just change then and we can go to see him okay?"

Harry left him to change as he went to call the others about the news. Peter put on a pair of jeans and a red shirt on as he got himself ready in the bathroom, combing out his hair for starters since it looked like a mess. He wished he could take a shower but he'd do that later.

Peter walked out into the large hall to meet Harry by the elevators he saw him there with a cell phone, "Well I'm ready to go man let's see how your dad is doing then."

Harry grimaced he had just called the people at the medical ward that his dad was in and they told him that he could see his dad but for security reasons only Harry would be the only one to be allowed to see him. He wished that he could take his friends but they were pretty adamant about it, he explained all of this to Peter.

He just shrugged with a smile, "Hey no problem buddy, I can at least take a shower and get some breakfast ever see some of the city by the time you get back."

"You don't mind?"

Peter placed a hand on his friend's shoulder, "Course not now go on and go see your dad okay?"

Harry smiled at him glad to have a friend like Peter in his life.

**-Xavier's Mansion, Lower Levels-**

Rogue at the moment was thinking of Peter and what he was doing, well while Hank was running her through her physical checkup. She was in her workout clothing with gloves since the new device was being calibrated thanks to Forge stopping in to help make her a new bracelet.

She was in a small medical room not used that often mainly for physical exams like now.

So far she was on a treadmill jogging on it so they could check to see how she was doing. She felt fine, in fact better then normal although her mind kept going back to things like Peter, and what happened to her.

She remembered when Jean went through her own little episode that hadn't been pretty in fact Jean had actually stopped in yesterday and told her that if she ever wanted to talk about it then she would be there. Sure Rogue hadn't gotten along perfectly with Jean, okay so maybe that was partially due to jealously wouldn't you be?

Here she was living with a girl that was beautiful, talented and seemed to have it all and she had Scott's affections. Sure Jean never flaunted it so Rogue never hated her but it was just kind of hard being around someone like that at times. But now things were different, she was over her crush over Scott thankfully and now she would be able to touch again soon, her own great guy in her life as well.

She also had a brother which was strange but in a nice way. 'God when did mah life turn into a soap opera?' She thought to herself this week had just been on hell of a week that was for sure.

Hank was timing her as she her mind was elsewhere, he was also monitory her heart rate from a device on her chest. He was looking at the readings on a computer that was set up against the wall next to the treadmill. He was confused by the readings about this as he was also waiting for her blood work to be finished up elsewhere.

"Rogue how are you feeling?" He turned in his chair to ask her.

She had worked up a slight sweat and was breathing a bit hard but otherwise she looked fine. "Okay, why?"

"You're not tired?"

"Well…not really, why is somethin' wrong?" She asked him knowing full well that he never asked anything without reason.

"Not at all in fact you're performance is excellent way better then you have ever have done in fact." He pulled out his stopwatch seeing the time, "Are you aware that you have been jogging at a steady pace for over thirty minutes? You've already gone a few miles as it is."

Now that surprised her and she nearly tripped over her own feet, "What? That's not possible, ah barely feel tired and ah've nevah done this well before."

"Perhaps we should check your strength then," Hank stood up saving the bio readouts on the computer for future study as Rogue slowed herself down, "I have a hypothesis on what is going on but I need to be sure if you don't mind."

"No of course not," She was just as eager to get to the bottom of this. They headed for the gym in the mansion it was small since most exercise was either down outside or in the Danger Room. She when to the bench press and sat on the small flat surface as Hank loaded up the bar with some weights.

She gripped the bar over her as he spotted and she lifted it up, it felt a bit light to her as she finished ten reps of it. "How much was on there?"

"About fifty pounds to be exact," He told her and she was surprised by that, it felt more like only twenty to her. He put on more and more, she went to seventy-five, then ninety, one-hundred. She topped out at over one-hundred and sixty pounds. "Remarkable, truly remarkable."

She sat up panting feeling the aches in her arms, "What's goin' on here? Ah could nevah do that before."

"I think you're blood testing will be done, go take a rest and meet me in the medical room when you're done I think I know what is going on."

Rogue wanted to know now but she figured she could wait a few more minutes. She passed by several of the others as they asked her how she was and she said fine. The shower felt good as she then changed into her regular clothing and headed once more into the medical ward. She was really starting to hate this room she was starting to spend more time in it then in her own bedroom.

When she was there she found Hank and Xavier looking over the results, by now she was just frustrated with what was going on then worried, "Okay so please tell meh what's goin' on with meh. Ah don't know if ah can take not knowin' anymore."

Hank cleared this throat, "Well as you may have guessed this is in result of you absorbing Venom or more accurately the symbiotic life form. You've never had to use your powers against anything other then humans and mutants so this is unknown territory."

Rogue sat down on one of the beds as Xavier decided to take it from there, to try and ease her mind about all of this, "You see from what we have been able to piece together from a sample that Hank found of the…creature…and from what Peter said we believe that the suit enhances people."

"By using your powers you take a template of a person into you even their genetic information I believe is somehow stored in your mind. But because this wasn't a human or mutant your powers reacted differently. It seems that you've undergone a change not only physically but on a genetic level."

Rogue blinked a few times processing that wondering where all this was headed, "Am ah goin' ta be okay?"

Hank smiled at her and nodded, "Of course my dear, you see it seems that the symbiotic DNA merged with your own slightly enhancing you. You as you are aware are faster and stronger then before just as if the symbiote was attached to you."

"But ah'm not going ta go all black and stuff am ah?"

Hank shook his head, "No the process seems to have stopped and it only partially transformed you. Apparently you weren't just going through a power surge but an evolution as well that night. Your body was merging with the new genetic information as it was altering you to cope with it. The full effects we're not sure of but physically you are even better then ever."

Rogue wasn't sure how to take that, she was glad that nothing bad would happen to her and she did feel great. Even her aches were starting to disappear as well and she felt more full of energy then ever before. They continued on talking about this and having her take a few tests now and then to make sure nothing more surprising happened. She asked about her powers and they said that would be one of the things they would test to see.

Hank had a theory that if her body was enhanced then maybe her powers as well to some extend. She was eager to try it out but Xavier asked for some caution after all they didn't know the full effects and they wanted to be careful. Rogue guessed that made sense although a part of her wondered if with this she could learn control, she loved the nullifier that Peter made but she still would like total control on her own.

Well she just hoped that time would tell in just how far she had evolved, that and she couldn't wait to surprise the others with this as well. Especially Peter and when she played against Scott the next time, she wanted to see just how good her body would make her now in those weekly games of theirs.

**-New York-**

Detective George Stacy was with one of the other detectives that was still new to her position Jean DeWolffe. Sure she was young but she had a sharp eye and was good at her job after all, although her stance on people like Spider-Man being good was a little questionable.

They were currently working on a lead about the serial killer that was terrorizing the city. So far he had been very careful none of the victims seemed to have had anything in common really until you looked into their pasts. So far most of the victims had a link to them, a few hadn't so either there was another thing about them or they were actually to throw them off the trail.

But most of them had all at one time lived in the same orphanage it seemed, when looking into the records they found that the place had burned down as well, so many of the records were lost during that time and now they were looking up anyone they could find connected to it. George had come across one of the children there a boy named Cletus Kasady.

Looking into his past it seemed that his father died and he was put in the care of his grandmother who seemed to have fallen down the stairs breaking her neck. Then of course not long after he was sent to the orphanage it was burned to the ground killing several of the staff and children. He bounced around a lot and looking back through the various foster homes he found out that another of the victims had been one of those family members.

It all added up to him, either this Kasady guy was just very unlucky for those around him or he was the one they were looking for and had a longer history of violence then they thought. He was already sent to juvenile hall multiple times and his records there were filled with violence. They already had a search warrant for his place a loft it seemed that he had, they arrived at the building.

Detective DeWolffe looked around the area, "Looks like a fairly quiet neighborhood around here." The place looked a bit run down in an Irish area of the city that had some illegal housing in the area but no one really cared much for it.

George nodded as he went inside of the building with her not sure what to find.

Upstairs however there wasn't just one person but two, one of them was a female women in her mid twenties tied up and gagged to a chair the robes burning into her flesh as she had tried struggling. Her name was Sophia and she had just been coming home from work when someone had hit her with a stun gun to wake up in a dark room with what looked like homemade sound proofing and many terrifying objects.

It looked like something from a horror movie and then there was that man as well. He was tall just over fix feet, slim build with short red hair and terrifying green eyes. She had been crying since she woke up as she had never been so scared in all her life as she saw some of the red crusted stuff on some of the sharp things around them knowing what it was on them.

"Well my dear took a long time to fine you, yes it did," Cletus grinned at her like a predator his cold and evil eyes looking as her long black hair covered some of her tear stained face. "You may not remember me but I remember you oh so well."

He pulled a sleeve up on her shirt as she jerked and he saw a slight burn scar there, "Ah seems that I did 'touch' you though, did you like that pretty fire I made back then?"

Sophia's eyes widened at that, the fire from the orphanage scared her for life both physically and emotionally she was still afraid of fire to this day and now she was faced with the monster that started it. They told her it had been an electrical fire but now this man was telling her that he did it.

"I never liked the other children there you know, they were always mean to me. So they had to go," He laughed to himself picking up blade. "I make all those that hurt me or just piss me off go away. My grandmother used to hit me you know, so I took care of her. She never hit me again, then it was the kids at the orphanage. I hated that place so I thought to just burn it away, even got lucky and got a few of those I hated too."

He turned to her and ran the blade gently over her face as she whimpered, feeling the cold steel of the blade against her skin, "I also remember you as well, you took my teddy away from me and then told the grown ups that it was yours and I had stolen it from you." She remembered that day she had just been a child she wasn't like that anymore she looked up into his eyes pleading for mercy but she saw none in them.

"They hit me for that you know, I was punished!" He slapped her face hard with his free hand and then he composed himself, "But now after all this time I get to be the one to punish you. I think I'll start with the fingers and work my way up? What do you think?"

She broke down at that moment right there.

The two detectives were outside of the door to his place as they knocked, "Cletus Cassidy open up police!" George said in a loud voice to get the attention of anyone there. He pounded on the door again and still no answer.

"If this is the guy what if there's another victim in here?" Jean said to the more experienced cop next to her.

"Then I guess we have to find out," He was about to kick the door down at that moment when she stopped him.

"Whoa…here let me," She pulled out a device that looked like a small gun only it was actually a lock picking tool, "We got more subtle ways of getting into places now." She grinned at him and he had to admit it was smart, plus if the door was bared he might have broken his foot.

She managed to open the door as they walked in carefully, the place was kind of a mess really things all over the place then Jean walked over to a wall with something covering it and she pulled it down, "Oh hell…Stacey I think we found him."

He looked and there on the wall was a collage of paper articles all about the murders. "I'm calling this in," He said picking out his cell phone and calling for backup at this place. They slowly moved through it after the call with their guns out in the ready. The two of them moved through the place clearing each room, they came to a door that was slightly opened and both eased towards it.

George covered her as she opened it and looked in side, "Oh my god," she said and went in, he looked to see a young woman tied up. Her hair had been hacked off and there were a few shallow cuts but she was alive. Jean was trying to calm her as she untied her and to assure her it was over.

George Stacey took a step back out and he was just in luck because of doing that he caught a flash to his right. He spun and managed to get his arm up to block something that cut into his arm. He cried out in pain and his weapon fired, he fell back to see Cassidy there falling back and by the look of it the bullet just grazed his leg.

He also saw a knife with some of his blood on it, "Freeze!" He yelled and raised his gun up but the killer ran, he fired but missed.

"Are you alright?" DeWolffe asked him as the young woman was now free and holding on to the female officer for dear life sobbing.

He check his arm he was cut but not too bad, "Yeah I'm good," getting up and taking care of his injury.

"Go after him I got this!" She yelled and he nodded they couldn't let him get away not this time.

For Cassidy he was livid, he had just taken a bathroom break when he noticed that two people had entered his home, he was pissed when he found out they were cops. Oh well he had planned not to stay nameless forever anyway at least now he could get a few cops on his score card. He was about to just stab the man in the back of the neck but of all things he had to walk back out again.

Now he was shot in the leg, thankfully not bad, but now he had to run. He planned for this but still he didn't like walking away from this place or all the trophies he kept. Oh well he would just have to start over and that was the fun of it after all.

He got to the fire escape and ran up it and then across the rooftops he had his route planned out and he kept a small car stashed in an alley not far that he used to collect his victims in. He just had to get to that then he was home free for the time being.

He jumped over a small gap to one of the other buildings his leg flared up and he hissed in pain but ran on. He had just past one of those doors that lead people to the roof when a loud bang was heard as the wood of the doorway next to him exploded a bit, he looked over his shoulder to see that dame cop after him.

Stacey was moving as fast as he could he had taken a shot at him and it went wide it was hard to aim with just one hand accurately. He ran on though hoping that his partner was calling in this in and they would have the area blocked off. He saw the guy duck behind some cover and fired one more time missing again.

"Damn it, that's it after this I'm spending more time at the target range," He said to himself running after him his arm still hurt like hell as he chased him. They ran over the tops of a few buildings and each shot he either missed or went wide, Kasady was pretty slippery as they came to some place that looked like there was some construction going on the roof. There was some scaffolding going down into a large hole in the roof as well as lots of lumber and materials.

It seemed that no one was working this weekend as she stopped and slowed down, there were some sirens in the distance now and he knew that backup was on the way here. He just had to hold out as he slowly made his way through the area trying to find out where he was hiding. He just passed a large pile of lumber when his arm holding his gun was struck from behind a corner by a large piece of wood.

Stacey grunted in pain as he was then hit in the shoulder and fell to the floor looking up at the lunatic holding the wood, "You know you had to go and spoil all my fun, I was just in the middle of getting to know an old friend when you stopped me. Well there are plenty more people in the world for me to get to know at least."

He grinned sadistically at the fallen cop as he raise it over his head to slam it down but it was suddenly yanked from his arms. Cletus fell back and there behind them both sitting on top of the wood pile was Spider-Man.

Peter had been out web swinging since it was much faster to get around New York, since people knew about him he guessed that being in broad daylight was okay as long as it wasn't a habit. When he saw all the police cars going nuts to some place he decided to follow. He hadn't seen anything until some guy with a gun most likely a cop was getting his butt handed to him with some scrawny man with a piece of wood.

"Hey there sun shine you know I can't help but overhear the slightly crazy sounding rant there but I'm guessing you're the bad guy here," Spider-Man told him jumping down. The red haired man got to his feet and grinned at him.

"Oh this is just perfect I'll forever be famous spilling your guts all over the place. The world will remember me you know I wonder what your blood looks like, if it flows like a man or like a spider?" The killer said to him and Peter saw that crazy look in his eyes and he knew this was a full blown lunatic.

"O-kay there, you're definitely going for nut job of the year," Peter's spider-sense went off as he pulled a slightly bloody knife from behind his back at him. He dodged it fairly easily thanks to his powers and training although there were a few close calls.

"You sir need a time out!" He grabbed the guy's wrist and threw him several feet slamming hard into a pile of pipes that looked like they were going to be used for new water lines. Kasady groaned and tried to get up feeling the pain all over when Peter fired his webbing at his wrists and ankles holding him there.

"Oh no you don't your going to sit there like a nice little sociopath and think about what' you've done mister," Spider-Man said to him like scolding a little child.

"You freak! I'll skin you alive! I'll make you watch as I cut out your heart and-MFFF!" He was cut off as Peter webbed his mouth shut he really didn't need to hear anymore.

"Well glad that's taken care of," Peter wiped his hands and then turned to the other guy, "So are you…okay…" He stopped seeing a gun pointed at him.

"I should arrest you, you know." Stacey said looking at this guy for the first time in person. "I really don't like vigilantes."

Peter's shoulders slumped it was just perfect he guessed no good dead didn't go unpunished after all. He just couldn't get why doing the right thing always caused him trouble. The cop then actually put the gun down, 'Okay…now what's going on? I swear if the universe keeps trying to confuse me my I'll end up screaming one day.'

"So…What?" Peter asked him as the cop went over to Kasady holding his injured cut arm. "Not that I'm looking the gift horse in the mouth and all but did I just suddenly get a get out of jail free card?"

"Look…I owe you one, my arm is cut, my other arm and shoulder hurts like hell, I'm tired and at the moment I just don't want to deal with anymore more then just this sicko…" He sighed at the moment he just wanted to get patched up and go home and see his daughter. This had been one long day, "But don't take this the wrong way, I see you again I'm arresting you got it?"

He turned but Spider-Man was already gone, although looking as the TV news chopper was moving off he bet they were in pursuit of him. 'Great now people will know he helped to capture this guy and it might spark even more guys like him…'

He looked down at the struggling killer and he did smirk seeing him, 'At least I don't have to listen to him rant on, I hate it when the never shut up.'

**NEXT UP CHAPTER 23: BACK HOME**


	23. Back Home

**AN: Okay since many people are getting wrong what I'm doing with Rogue here's the deal. She's been physically enhanced but not to the super level. Her physical abilities are more in line with Captain America then with Peter, Juggernaut or Miss Marvel. There will no NO Miss Marvel like powers for her. Basically she can easily lift her own body weight but she can't pick up a car over her head.**

* * *

**THE RETURN OF SPIDER-X**

**CHAPTER 23: BACK HOME**

Peter had said goodbye to Harry and the others it had to be quick since Harry wanted to see his dad some more and Peter had to get back since he had school the next day. He hugged his friends good bye and even got some information on how to get in touch with Liz since she was now part of their little circle.

MJ had hated to see him go and he hated leaving them behind, it was too bad they weren't mutants or mutates like he was. He had come up with this term with Hank and Xavier last month given that someone with powers without and x-gene was a mutate as in mutated human, while those with the mutant gene since birth were more 'natural' mutants.

He wondered if they were still making modifications to Cerebro, they were using his data and from what little they got of Max Dillion to help expand its ability to sense more then just humans and mutants but he put that aside. He was sad to leave but he really wanted to get back and see the others especially see how Rogue was doing. He called back but she had been busy with some testing Ray had told him who had picked up the phone.

He didn't have to wait long for Aunt May to come pick him up and he jumped into the front seat, "Well how were things Peter?" She asked him pulling out and heading back to Bayville.

"Pretty good, Harry's dad did wake up so he's great now. Oh and apparently he's dating this Liz girl that he's been crushing on for awhile." He grinned at that last part happy for his friend.

May smiled at that, she had met Harry a few times and he seemed nice to her, "Well that's good. So anything major happen?"

Peter paused thinking of the Hobgoblin and of that guy the cop was chasing, "Uh…Well not really just a typical day."

May nodded and then turned on the radio as they drove looking for a decent station. Peter was looking for his walkman since their taste in music was radically different when May hit a news station in the middle of a report, "-And it has been confirmed that the serial killer that has been terrorizing the New York area has been caught today."

"Well good riddance," May said out loud as Peter nodded it was about time that guy had been caught. "At least with him off the streets people won't have to worry so much."

"It is also confirmed from video footage from a news chopper that the masked man known only as Spider-Man who some call a hero, helped the police in capturing this dangerous criminal."

Peter froze at that, 'When the hell did THAT happen? The only guy I helped with the police with the news watching was that…oh crap…That freak was a serial killer?'

"Peter," He flinched at the tone of his aunt who gaze him a look.

"Uh…well…I did say normal day and well…isn't this 'normal' for me?" He asked her with an innocent look on his face and a shrug. The car ride back home that day was the longest one of his life and not just because it was over an hour drive back either. He hadn't been lectured this much since that accident in science class a couple of years ago when he accidentally burned down part of a lab table.

Wasn't his fault either, Flash had pushed him and the wrong chemicals got mixed in because of it. This was another reasons he missed his Uncle Ben he was the only one that could temper the wrath of his aunt and he really wished he was here now. By the time they finally got back Peter was tempted to kiss the ground thankful that this was over.

He pulled out his stuff and headed to the front door as she parked the car in the garage. He had only just made it to the stairs when suddenly something jumped onto his back. He must have really been tired not to have felt this coming.

"Yay! You're back, what did you bring me?" Spyder asked in joy hugging his neck. She had noticed the car and had decided to get the drop on him.

Peter had to smile for a bit, "Get off me and I'll give you a present."

She quickly jumped off him looking expectantly at him as others were filing in. "Hey Peter we heard that you had some excitement in New York," Bobby grinned as he, Jubilee, Kurt and Jamie who came in running since he had been studying with Spyder when she had looked out the window and bolted. He wanted to know what was going on and he should have known.

Peter just groaned at what Bobby said, "Oh man…Don't tell me you guys heard about that."

"It's all over the news Peter," Jubilee told him with a small grin, "I mean you help catch a serial killer and that's major news."

"I didn't know he was," He said in his defense, "I mean I already got an earful about this with my aunt all the way here."

"Ouch," Kurt winced and the others had to agree. May was a very warm and kind person but kind of scary in a way when she was angry. "Grounded?" He asked wondering about that Peter thankfully shook his head.

"Hey! Remember me?" Spyder said hands on her hips looking at him.

"Oh sorry just a sec," Peter dug through his things and pulled out a T-shirt and handed it to her. She looked happy until she read it and then frowned.

"Hey what is this?" She demanded from him.

Bobby looked at the shirt and read it out loud, "My friend went to New York and all I got was this stupid T-Shirt. Oh man that's a good one," Bobby laughed earning him a glare from the gray skinned girl who was tempted to either stomp on his foot or give an electrical webbing attack.

"Peter that's not much of a gift," Jubilee sighed folding her arms together. She wasn't sure who was worse Peter or Bobby with their sense of humor although Kurt wasn't far behind.

Peter smiled and pulled out another shirt, "Here that was just a gag gift." Spyder's eyes lit up at a red shirt with black web designs and a large black spider on the front and back.

"Cool!" She grabbed it and hugged Peter, "This is awesome I'm going to put it on!" She ran off holding it to her chest as the others had on amused looks.

Bobby looked at Peter now, "Hey shouldn't you get royalties for stuff like that? I mean aren't they kind of ripping off your image and getting money from it?"

"Hey yeah that's not really fair is it?" Jubilee asked him, he went out there doing some good and people were making money off of that. To her that was kind of low, after all Peter got hurt a few times and given how he put his life on the line he should get something out of it.

"Vell how?" Kurt asked her wondering about that, "Not like he can go into a bank and cash a check vith his Spider-Man ID." Bobby and Jubilee thought about that, given that a secret identity meant that he couldn't just let people know who he was.

Peter just shrugged it off, "Yeah well…I learned my lesson about wanting to use my powers for money anyway." He said in a lightly hurt tone. The others by now all knew the story and didn't comment any further. There really wasn't much you could comment on with that.

**-Elsewhere in the Mansion-**

Lance was working on this homework win the library with Kitty helping him. He was glad she was way smarter then he was and at least this semester he was looking at improving his grades, it was still weird living here though. The place was big and there were a lot of people that not too long ago he was enemies with. Okay so Bobby pranking him a few times didn't make it any easier but after he made the mistake of pulling one on Wanda that ended pretty fast.

He still smiled at that, he never knew that Wanda could be that creative when she put her mind to it. It was also weird being on the New Mutant team, but there was no way in hell he was taking order from Summers all the time. Besides the New Mutants weren't so bad kind of like the Brotherhood in a way except they actually would train and put some effort into things.

It was still odd being on that team but he was getting used to it at the moment anyway. "Lance are you paying attention?" Kitty asked him as he was lost a bit in thought.

"Huh? Oh sorry just wondered off there for a minute," He said looking back at his stuff.

"Well don't let it happen too often I mean finals are coming up soon and if you want a passing grade you totally have to study hard this semester," She was a bit worried that he may fail this term he had let his grades really go downhill this year and she was doing her best to make sure he got at least passing marks. If not he might be held back, although he said he hadn't seen the point at the time back at the Brotherhood they hadn't been that keen on education.

Still it was no excuse for not studying, if he did still want to be a mechanic he still needed good grades and she really wanted to help him out. She closed her books at that point, "Okay then let's take a few minutes to break then."

He grinned as he put an arm around her, "Now you're talking."

She placed a finger on his mouth as he was about to kiss her, "Lance you know our deal. Homework first then we have fun." She said with a hint of a smile.

Lance slumped in his chair, "Oh come on Kitty," He whined he was wondering why he had agreed to that but then again he needed his grade improved and she was the only one he trusted here to help him.

"Come on Lance we made a deal," She then moved a bit close to him and smiled, "Besides you remember the reward you get when you do good right?"

He sighed he did admit the 'reward' part was nice although he felt like a dog gaining a treat sometimes. That wasn't too far in fact, Kitty had been trying to find a way to help Lance out and had figured out that positive reinforcement would be the best approach to help him to focus more. She had to admit that it was working he was doing better in school now because of it at least.

"So are you going to come with a few of us later tonight?" Kitty asked him, a few had made plans and maybe with Lance they could take his jeep then the van. "Kurt is bringing Amanda by as well and I think Tabby, Amara and Wanda are going out as is Ray."

Lance was a bit uncomfortable around Amanda he had barely met her after all she didn't seem bad it was just that he was still getting used to the fact that humans were friends to a few of the students here. "I don't know…"

"Why Lance?" She asked him giving him the puppy dog eyes. He hated it when she used that against him those big blue eyes looking sad at him. Well she wasn't using the pout at least that was his saving grace when Kitty turned it on full force it was hard to say no to her.

"I don't know…" he shrugged hoping that would be enough but it wasn't. Then the pout was put into play, 'oh god I hate it when she uses this.' He tried to look away but found he couldn't turn away from it. He finally palmed his face and groaned. "Look I'm just not used to being around humans in a…friendly manner."

"Lance there's nothing wrong with Amanda just give her a chance, I mean you like gave May a change and you seem to get along with her."

"Yeah but that's different she's old and…well…I don't know you just can't help but like her." He said and Kitty had to admit May Parker did have this way about her, kind of like a cross between what Ororo and Xavier seemed to have. This calming aura about her and something that made you think May was nice and friendly which she was.

"Well you need to give her a chance not all humans are like as bad as you've been led to believe," Kitty said to him she really didn't want him to start alienating people because of this he was having a hard enough time settling in. "I mean look at Paul and Taryn they're doing well in fact Scott and Jean want them to come over for dinner with us for a night."

"If that doesn't send them running nothing will," That earned Lance a playful smack against his arm, "What you've seen how it can get here."

Kitty sighed table manners weren't always the best at times, "Well then there's Amanda and how she liked Kurt even after she found out what he looked like. I mean I was freaked out and I'm a mutant." Lance couldn't really come up with an argument against that. He had to admit most people got unnerved around Nightcrawler at first but Amanda hadn't freaked out as bad as most.

"Then there are the Connors, he's totally cool with us and him and Beast talk for hours with science stuff. Ororo and his wife Martha are getting to be good friends and their son Billy hangs out with Jamie and Spyder all the time. They even had that sleepover here once just before you showed up."

"Okay I get it not all humans are bad, it's just…Kind of hard to get that drilled out of you." He sighed and he guess he could at least try to get to know them a bit. "Look I'll try but I don't promise anything."

She smiled and kissed his cheek he looked at her with surprise, "What was that for?"

"A reward for trying to be a nice guy," She smiled at him.

**-Peter's Room-**

Peter had finally unpacked and put everything away well except for the clothing in his hamper he'd have to clean those sooner of later. Plus there was one person he had been dying to see and opened his door and nearly walked right into Rogue. "Whoa, Rogue I was just going to try and find you."

"Hey, ah heard ya were back and came ta see ya," She smiled seeing him it was good she had actually missed him over the past few days. It had been kind of strange actually not having him around for once. "By tha way look what ah got?"

He saw her raise he hand and smiled seeing a new silver bracelet on her hand he took a look at it. It looked like the same design as the original only a new casing, "I see they finished it, kind of hoped the old one could have been salvaged."

Rogue nodded she would have liked to have kept the old one mainly since it was Peter's gift to her it meant a lot but Forge and Hank had to take it apart to see what went wrong and all of its insides had been pulled out. She got to keep the old on but not it was just a normal bracelet, although she did keep it in her drawer next to her bed now. Mainly just for sentimental reasons.

"Yeah they told meh that this new one is a bit more improved and if that damn surge thing happens again-by tha way ah _never_ want ta go through _that_ again- this will help meh out more."

Peter smiled glad to hear that, "And I see they finally let you out of the infirmary or did you bust out and looking for a place to hide?"

Rogue got a small smile, "No they finally let meh out, although it seems that ah got a few permanent changes."

"Really, what?" He asked letting her inside. She walked in and went to sit on his bed, so he closed the door and sat with her. "So what's up?"

"Well…Basically because of that Venom thing not only triggered that power burst but also left meh alter. Don't ask meh for details it was kind of over mah head. Anyway basically it made meh stronger and faster but not like you are. Also…" She had thought about if she shouldn't put his hopes up like herself.

Even she didn't know if this was going to be possible but she had to try and it was best not to keep this from him. "They said that with some trainin' ah might beh able to fully control mah powers after this."

Peter's face lit up and grabbed her by the waist spinning her in the air. "Rogue that's great news."

"Peter!" Rogue said although she was trying not to laugh she was also trying to scorn him for pulling this on her, surprising her like this. But she was glad that he was happy for her she just wasn't used to this type of thing.

"Sorry but I just know how long you've wanted this," He said putting her down gently the fact that she may learn to touch all on her own was something she had wanted for years and to be close to that without something helping her he knew was something to get excited about.

"Ah know but ah don't want ta get mah hopes up," He began to ring her hands a little nervously. This had been a dream for her for so long that she was afraid to jinx it. Although she was hoping, sure the device on her wrist was a god sent but she really wanted to do this on her own.

Rogue was brought out of her thoughts as Peter placed his hands on her shoulders gently looking into her eyes, "Rogue you are an incredible woman, strong, independent, you have one hell of a good heart in your despite all that life has thrown at you. You deserve this and if anyone can make it happen you can, I believe in you Rogue."

She had no idea of what to say to touching words like that, he always seemed to touch her deeply like this and she thanked god that he came into her life. She just pulled him into a close hug and felt him hug her back. "Thank ya Peter."

He hugged her back missing this feeling, feeling her touch, the scent of her hair. Then he noticed something else, "Rogue…Are you wearing perfume?"

She pulled out of it hiding her face a bit to cover a blush. She had been thinking of trying to be a bit more attractive and Kitty had suggested perfume. She smelled a few and had picked one that Jean used sometimes, "Maybe a little…"

"Well…It smells nice," Peter said scratching the back of his head. It was kind of odd to him telling her how she smelt but she did smell good.

"Thanks," She said slightly quiet and made a mental note to go out and get some more for herself later. "So I hear ya went out and captured a major criminal." She teased and Peter groaned falling back onto his bed.

"It's all over the mansion now isn't it?"

"Oh yeah," She smirked seeing him cover his face. She sat down next to him and then laid out on his bed next to him. She played with his hair a bit knowing full well he didn't like to have his actions broadcasted like this he just wanted to do what he felt was right with his powers.

"Don't worry ah heard Xavier tellin' tha others not to bother ya with it," She told him and he relaxed a bit. But he got the idea he would have to have a talk with him about this little event that was for sure.

He pulled his hands away and looked up at her face and smile reaching up to caress her cheek, "I missed you."

She gave him a small smile, "Ah did too." See told him leaning down to kiss him on the lips. She really missed this part as well.

Peter felt her soft lips on his and the rest of the world just melted away. He reached up to behind her head gently stroking it as they continued on to kiss. He could feel the softness of her skin on his face and he couldn't believe how much he missed it just after two days. His tongue ran out over her lips and she opened them to deepen the kiss.

He felt her shift and get on top of him so she had a more comfortable spot and he didn't mind at all. He ran another hand over her back feeling the mesh there she ware and he felt her moan out. He could smell the perfume and the taste of her lips, this was even better then that dream because this was real.

Rogue felt her heart racing as she ran her hands over his chest despite the loose clothing he wore he was very fit. She felt his hands on her body and it felt like electricity on her skin although he was keeping his hands from certain parts of her body. He was still a gentleman even at when they were like this.

Peter then moved his lips from her mouth to her neck, "Oh god Peter," She moaned out feeling him kiss her neck like this. She reached up and gripped his hair slightly feeling both his hands running over her back. Her breathing was more labored and was starting to feel very hot.

After several more minutes of making out and catching up for lost time they ended up just resting against each other. Rogue had her head on his shoulder smiling as one of his hands was stroking her hair. Both of them just resting and enjoying the moment. Peter liked this, just her and him not even having to say anything. He felt at home in this moment and he was glad he was living here now.

He had so many friends, people that understood him and for the first time in his life he was in love with a great girl. Sure there was the occasional thing like evil mutants, villains, and other things like that. But he didn't mind at all times like this made it all worthwhile.

There was a knock on his door, "Yeah come in." He called out as Kurt came in.

"Hey dinner vill be ready soon," He told them and then smiled seeing them like this. Sure Rogue was his sister but Peter had been good for her. She smiled more and was a bit more upbeat thanks to him and she was good for Peter too. Although given how long it had taken for them to just admit their feelings was nearly on par with Jean and Scott.

"Thanks Kurt," Peter said feeling a bit embarrassed.

Kurt nodded and was about to turn when he stopped and looked hard, "Rogue…Is zhat a hicky on your neck?"

Rogue's eyes widened and placed a hand where Peter had been kissing her. "Uh…Ah think ah need to take care of somethin'" She said quickly running off to her room to find some concealer for her she really didn't want to go to dinner with a hicky on her neck.

Kurt grinned and looked at Peter, "Should I have zhe typical brother asking you vant your intentions are to mein sister talk?"

Peter winced, "Do we really have to? We already got The Talk together from my Aunt." Kurt grinned and nodded he had suffered enough with that and he really didn't think he could do any worse then May had with that talk.

**NEXT UP CHAPTER 24: JOKERS IN THE DECK**


	24. Jokers in the Deck

**THE RETURN OF SPIDER-X**

**CHAPTER 24: JOKERS IN THE DECK**

Bobby was bored this day and a bored Bobby meant trouble for everyone else. He was just sitting in his room thinking of what to do. He hadn't really pulled any pranks lately so maybe it was time and the fact that so far he hadn't managed to nail Peter with one yet, that spider sense of his kept getting in the way and warning him.

'Maybe I'm going about this the wrong way? I mean I've been trying to get at him directly, maybe I need an indirect route?' He sudden started to get a few ideas and a grin started to form on his face. 'Oh this might be good.'

He jumped from his bed as he would need to borrow something from someone else. He ran out of his room and went down the halls to another room, he knocked on the door hoping they would be in at the moment or else he could try someone else.

The door opened up as he smiled to see Jubilee there, "Hey there can I ask you for a favor?"

She raised an eyebrow knowing that look on his face that was the 'I got a prank' look. "Depends on what it is."

"I want to borrow some perfume."

"Okay…Is there something you want to tell me?" She asked him slowly wondering why he would want that and wondering if there was something about his life that he had been keeping secret for everyone. "I mean you're not going to ask for my bra and stuff and I find you wearing it later am I?"

"What? No it's not for me, well it is but not like that,' He shook his head and held up his hands, "Look I'm going to use it on Peter."

"Bobby what are you planning exactly?" She narrowed her eyes a bit now.

He just grinned and shrugged, "Just going to make him smell nicer."

She thought about it and it would be kind of funny with him walking around smelling like a girl. She disappeared back into her room and came back out with a vile, "Don't use all of this okay?"

"Thanks Jubes, I owe you one." He thanked her taking the spray vile in his hand.

"Uh huh and I plan to collect one day too."

With this in hand Bobby just waited for Peter to go into a Danger Room later that day. The X-Men were up for training and with luck Peter had changed in the locker room. He quickly made his way there after waiting a bit to make sure they were all gone snuck into the locker rooms. He quickly found Peter's clothing and gave each piece a shot of the perfume.

He had to stop himself from laughing and then ran back up to Peter's room to get a few other things as well.

After another DR session all the members of the main team went to the locker rooms to change. "Man vas it me or did Logan made zhis a bit harder?" Kurt asked as the boys went into the locker room.

"Yeah tell me about it," Evan was rubbing his arm knowing that there was a bruise going to be there later that day. "At least it's over man."

"Come on guys it wasn't so bad," Scott said to them hearing this.

"Dude you've been doing zhis longer zhen us and even zhen you're usually not as upbeat after somezhing like zhat." Kurt said to him pulling off his top he was thinking if she should shower first down here or wait given that his fur took him forever to dry.

Peter grinned then as he was putting on his pants, "Yeah I know why he's so upbeat he's got that hot date with Jean tonight."

Scott was caught off guard by that at first, "Yeah so? Can't I be happy with her?"

"After it only took like what? A few years for you two to get together I guess not." Peter said back pulling on his shirt.

"He's got you there man," Evan snickered tying up his shoes.

Scott rolled his eyes having just put on his shades, "Yeah like you and Rogue where any easier."

Evan looked over at Peter, "Now he's got you there, you two danced around almost as much as they did."

Peter scowled at him for a moment, "Whose side are you on anyway?" He asked the blond haired teen although he hadn't noticed the aroma just yet.

"My own," Evan grinned and then sniffed the air, "Hey anyone smell that?"

Everyone stared to sniff the air and so by now everyone was starting to smell it. It smelled like a girl actually and no one knew where it was coming from until Peter thought it was particularly strong wherever he seemed to be and then sniffed his shirt. "What the hell…"

Kurt took a sniff near him and nearly laughed, "Dude vhy are you smelling like a chick?"

"I don't know it wasn't like this before." Peter exclaimed wondering the same he really didn't want to spend the day smelling like this at all. Thankfully it was in the afternoon and school was out but still with everyone in the mansion it would be hard no to get some strange looks.

"Three guesses who finally pranked him," Evan said trying not to laugh at this. Peter didn't need it as he guessed who it was. Bobby had been trying to get him for months but so far no luck thanks to his spider sense but apparently he had found a way around that.

'I am so going to get him back for this,' He thought as he made his way to his room he would need a change of clothing. And of course while walking the halls he had to pass by several people who took noticed of this and just had to make a few comments. Tabby's comment on 'You know they do have stuff for guys it's called cologne look into it spidey.' Oh yeah that had been fun.

Unfortunately when he got to his room he noticed the smell there as well it was feint but it was still there. Searching it he found his bed sheets and pillow smelt of it and all his underwear. Now he had to do laundry on top of everything. 'Oh yeah I am so getting you back for this Bobby.'

The next day Bobby was very proud of himself and his little prank he had to admit the jokes on Peter all yesterday on his smell had been funny. He was heading to his room with Jubilee, Ray and Rahne at the moment. "Man aren't you at all worried that he might retaliate in some way?" Ray asked him they knew Peter had a sense of humor but they weren't sure if it included pranks.

"Aye, ye got nea idea what he might plan," Rahne offered although she was kind of looking forward to seeing if Peter could take him down a peg mostly Kurt could match him prank for prank.

"What's the worst he could do?" Bobby asked in full confidence.

Jubilee just shrugged, "I don't know but you can't tell he's as smart as Kitty maybe more so he did make those web shooter things all his own. What kind of teen can do that?"

That made Bobby pause a bit he knew he couldn't match brains with Peter but he figured he was more crafty anyway. He just shrugged it off as they got into his room, "Well anyway there's no way he can get the drop on me, I also locked up all my clothing now when we train just in case he tried to pull the same thing on me."

He jumped onto his bed and laid back as Jubilee sat down on the edge, "Okay if you say so but do you have that stuff for the library for that report in our class?" They had the same history assignment and when Jubilee went to sign out a book she needed she found Bobby had already got it but he agreed to let her use it as well.

"Sure it's right over on my desk," He pointed and as she went to get it the covers of the bed went with her making both her and Bobby fall. Her from the extra weight that seemed to be stuck to her ass and Bobby as he had been close the edge of his bed when the shift happened it caused him to fall onto the floor. The other two were quick to respond.

"What's going on?" Ray asked trying to get Bobby out of the covers but soon found his hands were not stuck to the covers as was the back side of Bobby. Rahne luckily hadn't touched the cover and only Jubilee herself.

"What is going on?" Bobby said as he tried to get untangled but couldn't.

Jubilee was trying to pulling if off her butt with on hand but now only got her hand stuck to it. "The whole bed cover is like fly paper!" Rahne was trying not to laugh seeing the three of them there stuck like this.

There was a flash as they all looked to see Peter there by the door with his camera, "Oh this is just so good. Oh and Bobby never mess with the master." He licked his finger and made a stroke in the air like he scored a point. "Sorry guys guess didn't mean to get you three, but you got caught in the crossfire and don't worry I just placed a very thing and translucent version of my webbing on there you'll be good in about an thirty minutes."

He waved to them leaving them there and the three of them steaming at being stuck like this. "Okay I'll admit that was good but I am not letting this go unanswered." Bobby said figuring he might as well get comfortable. He didn't want to ice up and break this since he didn't want to ruin this and then explain it to Xavier later.

"Yeah and count me as well," Jubilee stated as she just sat down glaring at the giggling Rahne at the sight of the.

"Me three," Ray said trying in vain to get his hands free. "Guys are you sure there's no way to get out of this stuff."

"Not without wrecking the sheet which we will not do." Bobby said to him.

"I really think we should."

"Why?" Rhane asked him getting a hold of herself for the time being.

Ray was silent a moment, "Well I had a lot of soda and well…I need to go to the bathroom."

"Hold it!" Bobby said since Ray was stuck over him this sending Rahne laughing so much she had to hold her stomach.

And so for the next few days, pranks seemed to run rampant around the mansion as Peter soon found himself being outnumbered by the trio. But thankfully he managed to enlist Kurt into his own little 'army' after all they were friends and he was dating his sister so he had said he was honor bound to help.

Peter just thought it was an excuse to pull pranks on Bobby since the two had an unofficial rivalry for the number one spot of top prankster. And of course Spyder just had to get involved and when she was in Jamie wasn't far behind. Lately Peter had noticed how Jamie always supported and was with Ollie and of course him stealing little looks.

He had to admit it was kind of cute seeing him crush on her but he just hoped that Spyder didn't break his heart with a rejection. He may have to think about getting a bit involved but that was later. Right now they were having another meeting together in Peter's room. Kurt was there with Jamie and Spyder and Rogue was also there but not for the reasons you would think.

Ray when he had been trying to switch the shampoo bottles Rogue accidentally picked it which was why she was sitting on her chair glaring and promised death to anyone that made more fun of the fact her hair was now pink. Even the white part was pink and she had spent over two hours trying to get it out but it only went to a lighter shade.

Kitty said that it might last for a few days and then made the mistake of saying she looked like a goth troll doll. Well Rogue had woken up early that morning and very patiently and gently put as much goth makeup as she could on Kitty's face.

She hadn't noticed it until she came down for breakfast which when someone commented she looked in a mirror and screamed out and ran to the nearest bathroom. So now Kitty was on Bobby's side as well. "Okay so what's up today?" Peter asked around.

"Well we stole all the shoe laces, put itching powder in the underwear, switched the good cookies with Kitty's and replaced all the makeup with different colors and stuff." Spyder reported to him with a huge smile on her face.

"Wow zhat's a lot done today." Kurt was impressed with how much they had done.

"Actually that was the last hour," Jamie said grinning especially at the sight of the older students at that. He just shrugged, "Being in twenty different places at once comes in handy."

"Yeah I'll say," Peter stiffened a yawn at that moment as he had hardly get any sleep that night.

"Ya didn't stay out late again did ya?" Rogue asked him knowing full well sometimes he would push that limit when he was supposed to get back to the mansion more then he should.

Peter shook his head and pointed to some device on his desk, "Found that under my bed this morning, I'm guessing Kitty helped them make it. It kept making this large electrical shot building up but then cut out at the last second. So every hour my spider sense went nuts waking me up."

"Oh zhat's a good von, never knew she had it in her." Kurt smiled at that prank he had never thought of actually using that spider sense against Peter like that. "You got somezhing planned I bet."

"Oh yeah let's just say she'll get it with a little help," Peter looked to Rogue who nodded her head given that she shared a room with Kitty it would help things out.

So over the course of the week things just slowly built up at the mansion as the pranks started to get more elaborate and even sometimes some people decided to play one on someone that wasn't even on the other team. Either it was for revenge and/or to frame the others, as well as the occasional by stander that got hit as well.

Wanda had unfortunately gotten hit with silly string and spent the day running after the guilty party. Lance even got into it teaming up with Kitty to spend more time with her and to prank Scott. Plus someone later put toilet paper all over his jeep and that made it personal. Tabby of course joined in the fun not one to be left out as well.

By the end of the week everyone was on their toes. Scott and Jean were currently in the kitchen with Taryn and Paul as they were getting more used to coming over now. "I really think you guys should wait until this little prank war was over," Scott signed as they walked in.

"Oh come on how bad can it be?" Paul asked him, by now he was more used to the idea of people with powers and it was really weird and funny about all the stuff Scott had to deal with now.

"Well we are in a mansion where everyone has powers so they can get a bit creative," Jean told them how Ray had overloaded the electricity somehow and every appliance went nuts for a few minutes, although Ray had been wiped out after that from overuse of his powers.

"Still, it's not like it's dangerous," Taryn told him as Scott open up a cupboard to get a few glasses only to hear a bang noise as his face was now covered in whip cream. Everyone had jumped as Scott was too shocked for the first couple of seconds to think before turning around. He wiped clean his eyes and glared at her.

The girls were trying not to giggle as Paul was close to laughing. "You care to revise that statement?" Scott asked her.

By now the adults were talking about this at this time themselves it was hard not to notice all the strange things that were going on at the mansion. They were in Xavier's office at the moment sitting around talking about what to do about this.

"I feel that things are going a bit too far," Xavier stated as thankfully nothing major like injuries had happened but when someone had reprogrammed the Danger Room for flying monkeys with laser beam eyes he felt that enough was enough.

"Perhaps we should gather the students together and tell them this ends then?" Ororo offered since one of her flower gardens had been ruined from all of this.

"I don't see the problem," Logan shrugged and pulled out one of his cigars this was one of the only places where he could smoke now these days thanks to May. Or at least when she wasn't around but in this office she couldn't use the kids as a shield. He lit the thing and started to take a few puffs. "They're just kids what's the harm?"

Suddenly his cigar blew up startling him so much he fell backwards off his chair. May grinned at the large man as everyone else had to admit the comic timing of that was pretty good. "So you still think it's okay?"

Logan got up with a growl and unleashed his claws going in search of whoever messed with his cigars not even saying a word. "Well either Logan will now scare them all into settling down or we may have to intervene before we lose a couple of students," Hank said with a chuckle at the image of Logan's face as it blew.

Xavier nodded his head as he would call the students together…Eventually, at least until Logan was interrogating them for an hour or so.

**-Acolyte Base-**

Gambit was back in the steel covered base as he had been helping Piotr out with getting new things for his little sister. He had to admit it was nice seeing how caring a big brother was although Illyana was still a little weary around him. He guessed it was his red on black eyes that did it, some women were drawn to them and the very few were pushed away by them but he hoped that this might help ease it. After dropping off the supplies he decided to see what to do that day.

Sabertooth was most likely still out which was just as well the large man was kind of hard to be around. The new guy Sandman wasn't much better but at least he was civil enough on the poker games so he wasn't too bad at least. Pyro was well…Pyro, it was hard to get close to someone who wanted to burn everything in sight.

But at least Piotr was nice enough although his heart wasn't in the job. Then there was Felicia now there was a nice woman. Beautiful, sexy, a thief like him oh yes she was a nice way to pass the time and the little flirting game they had going was nice as well.

He found her in the main 'living room' area as it was pretty much called. Sitting on a couch in black leather pants and a matching top as she was bare foot and by the looks of it painting her toe nails. "Remy never understood why women do dat. Not like men can see dem dat often."

She just grinned as she looked at her handy work, "A woman has to accessorize and besides there isn't much to do in this place. The only other female is a bit too young for girl talk but she is adorable." She looked up at the Cajun and leaned back.

"So what does Remy LeBeau do around here for fun other then flirting?"

Gambit grinned as he sat down, "Well you can find a few ways to make life a bit more fun."

"Damn it! Why won't you work!" Pyro's voice was heard from the Kitchen. He was in plain clothing at the moment toying with a lighter. "Come on baby talk to me what's the problem? I put new lighter fluid, polished you, a nice new witch so why are you holdin' back on me?"

He was getting a little whiny at the moment trying in vain to light his favorite lighter. Gambit looked to her and in a low voice, "Like replacing lighter fluid wit grease and de wik in dat don't work."

That got a small laugh from her as Pyro was nearly in tears trying to get it to work. Plus she had to admit it kept him from burning the place down as well. "Den d'ere is de water pipes in Sandman's room dat have a 'nasty leak' now and den and for Sabertooth…"

A large roar was heard and then a crash of a plate as well. "Replacing his meat wit' tofu made to look like meat."

That sent her over the edge as he just started up laughing, "Oh I knew you'd be a fun one you should tape some of this stuff."

Remy gave it a thought, "Dat not such a bad idea."

She moved a bit closer, "You know what else is fun? I found out there is this nice little gem that is in town…Want to take a look at it and see if it's worth keeping for a bit?"

Now that really got a smile to his face it was so nice to be able to 'talk shop' with someone like her. "Oh oui chere dat sounds like a very nice way to end de day."

**NEXT UP CHAPTER 25: MESSGAGE OF WARNING**

**Sorry this took so long I got really depressed last night and even thought about just stop writing all together. Mainly over the fact I may have to stop reading the stories of someone that inspired me to start writing because of how things are going in the stories. I really hurt that after all these years I had to end it like this and it still depresses me today. Hopefully I can move past it and start writing again soon like I used to.**


	25. Message of Warning

**THE RETURN OF SPIDER-X**

**CHAPTER 25: MESSGAGE OF WARNING**

Norman Osborn was back in action and he was back with a vengeance it seemed to him. He felt better then ever and already he had given Trask all he needed for his Sentinel project. Thanks to the designs of that the Spider Slayers were already nearly complete while they were being put through the testing phase.

Once Trask started on his campaign against these mutants, Norman would go after those at the mansion for future genetic samples. It had been very interesting when Trask had come to him for the Sentinel design parts and after a little coxing Trask let him in on everything. To think there were living weapons out there with powers that could make one person into a literal army.

So when he offered to help Trask with dealing with this 'mutant threat' the fool had jumped at it. Little did Trask know that Osborn had set up a genetics lab for those mutants. Their genetics would lead to breakthroughs in both genetic weaponry for the new century to maybe even medical advances.

In fact as Norman was sitting in his main office he was looking up scientist that would be key for that project. He already was thinking of Professor Miles Warren there since his cloning work was closely related to it. But there was one man he had finally got for this. He was highly recognized with his works in genetics.

That was who Norman was waiting for he was about to get up when he suddenly got this flash of pain as he pitched the bride of his nose. He had been getting headaches lately most likely stress related. He sighed to himself sitting back waiting for it to go away, 'Maybe I should take it a bit easy. Although Octavius is still out there and I'm swamped. I should spend some time with Harry at least.'

After all, his son did come to visit him in the hospital and he was glad although he had wished that his son would have at least hadn't been so…Weak in front of him like that. Why couldn't his son be a bit stronger? Maybe it was his fault in not being there well anyway he couldn't change the past. While waiting he went into his private files on his computer.

He was reviewing the information that Trask had given him but he had been gathering any other data as well. He was interested in this Parker boy when he found out that he had been at his home recently with Harry he had someone sent to that room to get a DNA sample.

A few strands of hair were found and were being tested so far. He was told there were some interesting results from the first band of tests on the DNA structure. But when he did go after those mutants in the mansion he would need help. He had already found someone that could be useful in dealing with that.

"Mr. Osborn your appointment is here," The voice came through the intercom on his desk.

He hit the button on the pad, "Yes send him in."

The doors opened and a man of average height with short dark hair and matching goatee. He wore a very nice dark suit with red tie as he walked in. The man had an air of confidence and maybe a bit of ego that went with being highly intelligence and known for it. "Ah Mr. Osborn, I must admit I was at first not sure if your offer was something I wanted to pursue. But when you said you were offering me the change at breakthrough genetics I must say…You got my attention."

Osborn gestured for him to sit down. "Thank you for coming Dr. Essex please take a seat."

He watched as Dr. Nathaniel Essex took his seat across from Norman he crossed his leg and folded his hands over them as he leaned back with a grin on his face. "Now then what exactly do you have planned for my talents?"

"What if I were to tell you that there is a new gene in the human gene pool that has come to my attention?" He asked leaning forward on his desk. "A gene that holds secrets the likes of which men and woman have only dreamed of but now made into a reality?"

Dr. Essex grinned a bit more at the sound of this, "Then I would say…Tell me more Mr. Osborn, do tell me more."

**-Bayville-**

Peter was back out in the night suited up again thankfully that little prank war had ended. Although given the incentive Logan gave them to stop as well as running them all into the ground for the last week in training helped. He had been too tired that entire week to do anything other then just lay in bed with sore muscles.

But at least he managed to squeeze in a few dates with Rogue and for once those hadn't turned out to be disasters. He was swinging over the night streets just feeling the cool air move against his suit, so far things had been a bit quiet. The Brotherhood had also been a bit quiet well quieter at least, there was still that thing with Sandra giving Kurt and Rogue nasty looks. Max was being his usual 'charming' self and the two other new members not being that subtle either.

But at least there hadn't been any more all out fights, but he got the feeling that may not be that far off. They seemed a bit too focused lately like they had a real purpose. Peter just sighed and mentally shrugged as he landed on a building top.

He kind of wished they had a spy with them so they could at least know what was going on. But whatever it was it was out of his hands. He sat back just enjoying the quiet, so far things weren't too bad in his life so why was he waiting for the other shoe to drop?

"You're getting paranoid Parker," He muttered to himself. Although he will admit that he was actually getting a bit bored. He looked to the heavens, "Okay normally I ask for thing to be quiet and then something nasty gets sprung on me. How about if I ask for some excitement? Will I just get a nice small crime or will Godzilla show up?"

He waited a few minutes and so far nothing. He was about to swing off when he heard a mashing of glass and looked to see a few guys with bandanas over their faces trying to load up the front merchandise of a electronics store into a van. "Well finally we're on the same page," He said to the heavens and jumped off the building.

The three men were hurrying to get as much stuff into the van before the cops showed up. Two of them went to pick up a large full screen TV. "Oh damn this thing is heavy," One of them stated.

"Just hurry with that one," The third said as he grabbed a DVD player and put it under his arm and ran back.

"Yeah well I'd like to see you doing better," The second one snapped back. Then there was a clatter sound. "What was that?"

"Derek did you drop something?" The first one said looking over his shoulder only too see the DVD player on the ground. "What the hell?"

"You know I got to ask you guys something," A new voice said and they looked up startled to see Spider-Man there hanging upside down on a street light with their buddy webbed up hanging there like a perverted Christmas ornament.

"At what point do you guys wake up and go, 'you know I think instead of actually working my ass off I'll just steal stuff. Oh and let's use bandanas over our mouths like they did in the old west'. I mean please, who uses that anymore other then in political riots?" Peter then looked at them, "Although this does have a certain 'LA' look to it."

"To hell with this!" The first guy said shoving the TV to the other one and running off.

"Hey! You asshole!" The second cried out as he fell onto his back pinned by the weight of the TV and looking up at Spider-Man who had his head cocked to the side.

"So much for honor amongst thieves," Peter grinned under his mask.

The criminal looked up at the hero as he mentally made a note to kick the ass of his 'friend' when he saw him again. "Uh…Don't suppose you could let me go?" Peter just shoot webbing out as his answer pinning him to the ground even more. "I'll take that as a no then," The crook grumbled to himself as Peter went after the other one.

What Peter didn't know what that he was being shadowed, in fact for the past fifteen minutes he had been tailed and the only reason his spider-sense didn't go off was because this was all in fun and the shadowy figure meant him no harm. Out of the shadows stepped out Black Cat in her usual form fitting black leather suit that left nothing to the imagination and her flowing white mane of hair was loose as usual.

She looked at the would be criminals and scoffed at them, "Pathetic amateurs, it's people like this that give professionals like Gambit and myself a bad name." She sighed and shook her head and she went after Spider-Man. She had something to talk to him about and this couldn't wait, besides she wanted to see him again.

Sure Gambit was nice and all but Spider-Man was this mystery to her, someone that may be unattainable and if there was one thing she loved it was taking what was unattainable. She caught up to him just in time to see him webbing the last crook to the wall of a building.

Peter after making sure the last thief didn't get away figure it was time for a break so he headed off to the rooftops and sat down on a three story building hearing the sounds of sirens. 'Ah it's so nice to just relax with the petty crimes now and then. Nothing too dangerous and nothing too complicated.'

"Nice work there Spider," Came a sultry voice that he knew instantly.

"Oh god…" He groaned palming his face he really didn't need this. 'I asked for something simple instead I get this…Why must the universe jerk me around?"

He turned and saw the Black Cat there behind him grinning and resting up against a brick wall in a cat-like and somewhat sultry manner. She walked towards him swaying her hips that would make any man look twice. She sat down next to him getting too close for comfort, "Hey there Spider, sorry I haven't been around I've been busy."

"Uh yeah…And shouldn't you be in prison?" He said to her although he would jump up and try to capture her. But seeing that damn cleavage of hers being nearly thrust into his face was giving him a certain embarrassing growth below the waist. 'Okay don't look man look at her eyes. Damn why the hell does she have to look so good. Come on man think of Rogue, think of your girlfriend…Think of her in that suit…Whoa bad idea! Don't go there, think baseball, chemistry anything else!'

She moved a little closer now and started to playfully run her fingers over his chest, "You know I was thinking why can't we be…Friends?"

"Uh…I…I don't think friendship is all you want Cat."

"So? Would that be so bad?" She asked him in a cute innocent manner biting her lip a bit. She knew this look kills a man's will power.

'Oh hell, don't look Peter.' He moved a bit away from her now, "Look Cat I got a girlfriend now."

She paused for a second and she had a guess who it was too. "Well what she doesn't know won't hurt her. Come on can you honestly say that I'm not hotter then her? That I can turn you on?"

She reached for his mask to pull it up a bit for a kiss but he grabbed her wrist and stopped her. "I'm sorry Black Cat…I love her and I'm not cheating on her and you're still a fugitive."

She pulled back feeling rejected and she didn't like that. No one rejected her and it was different especially for a gothic vampire looking wannabe was the reason for it. "Look I came here because I didn't want you to get caught up in what's coming."

That caught Peter off guard as he wasn't sure what she meant. "Get caught in what?"

Felecia mentally smacked herself in the head she hadn't meant for it to slip out. She knew that something was going down, Magneto had been training them and she had overheard enough things there. Things like Sentinel and Magneto talking about someone wanting to start a war with mutants. None of it was good and she knew that given her new enhancements if there was a mutant war she knew what side would be after her.

"Look I've been working and there are certain things that are happening and I don't want to see you get hurt because of it." She couldn't tell him the entire truth she knew that if she mentioned Magneto he would take it badly.

"Cat please if you know anything…"

She shook her head, "Sorry but I can't say anymore." She also knew she had to get back and then quickly kissed his cheek and jumped off the building. She just wanted to give him a warning and hoped things didn't go too bad. Plus she needed to learn a bit more as well on what Magneto's plan was.

Peter only paused for a second trying to put it all together when he went after her the only problem was she was hell of a lot faster then he had last seen her. She was more agile and chasing her was like chasing someone equal to himself. She was slippery as he ran over rooftops and swung over the streets and yet she stayed ahead of him.

But eventually he was catching up that is until he heard screeching tires and a crash. He landed on the side of a building and looked to see that someone had a car accident. Their car had hit a street light and now he had to chose to help and see if there were anyone injured or chase after Black Cat.

He saw her fire a grapple line and swing around a building, "Ah damn it," He muttered and went to help whoever was driving. Although he was puzzled over what she had said and what was going on. Maybe he'd let Xavier know about this and he was wondering what was going on with Black Cat. She sure looked like she had been working out.

**-Brotherhood house-**

Pietro was in a good mood mainly since Mystique was visiting his father so no more training sessions although he was still in a bad mood about Wanda leaving. He was just starting to get through to her when all this crap came coming down. He thought of asking Lance about her but he didn't really want to talk to that guy.

He was walking into the living room seeing mostly everyone else there. Blob was in the kitchen getting a snack while Todd and Morrie there although sitting apart. Thankfully since Todd had agreed to shower more Morrie had stopped drenching him in water. Although Pietro still thought that funny and it did help keep the gangly teen clean and mostly smell free.

He saw Max there in a chair watching TV with them, Pietro still didn't like the guy. But they needed him and he did give them an edge in power plus he was motivated at least. His eyes fell upon someone else though. Delilah that sexy young woman that had arrived, she was beautiful in a drop dead sexy way and ever since she got here they had this little flirting game.

Normally he could get any woman he wanted hell he did take three girls to that dance but where was the challenge in that? The fact he had to work at it to get somewhere with her made it all the more exciting when he managed to get somewhere with her.

Plus the only reasons he liked those training sessions was to help the team and the fact she wore a tank top with spandex pants. He leaned on the chair where she was leafing through a magazine, "Hey there beautiful tell me how about we cut out for a nice time out?"

Delilah gave him a wicked grin, "Well know I may have to check my busy schedule, there are many men that would like to take me out."

"Yeah but none of them are man enough for you babe," He said back confidently as the others rolled their eyes at the two of them. This little thing had been fun before but this was getting old fast.

"God get a room already," Max shot at them.

Todd nodded his head, "Yeah man this is making my stomach turn yo."

Morrie jerked his thumb towards Toad, "Yeah and this is from someone that eats bugs."

"Drop dead," Pietro said to them before turning his attention back to her, "Come on you never know you may like living in the fast lane."

She smirked at that last part, "Well I do so love to live life on the edge."

"You and me both baby, come one a little dinner a little fun come back here…" He trailed off at that last sentence and she raised an eyebrow. She thought about it and stretched herself out giving him an eyeful. She had to admit he hadn't backed down and maybe it was time for a reward you had to throw them a bone now and then after all.

"Well then okay, but if you plan on any after hours entertainment that depends on how big a man you are on our date."

"Oh trust me if there is you'll see how big a man." He grinned at her.

The others covered their ears groaning, "Oh god the visuals I just got please make it stop, make it stop!" Todd cried out in mock horror. The others weren't helping either making other comments like that, suck as Max claiming that he needed to wash his eyes now or Morrie wanting to throw up.

Pietro just ignored their idiocy but before he could flirt with her more his cell phone started to ring. He frowned as only a certain number of people even had this. He left the room and quickly speed outside away from anyone and took it out.

He saw that it was an unlisted number and had a feeling who it was. He opened it up and clicked it on, "Father?" He always had to call him that, not Dad or Daddy those weren't names meant for him. It was always either Father, Sir or Magneto when he had to talk to him.

"Pietro I need you to keep the Brotherhood indoors in a few days. Something is going to happen soon and when it does I may call you up for assistance. I may not but I want the Brotherhood on stand by." Came the cold and deep voice of his father.

"What's going on?" He asked his father as his mind was thinking of thousands of things that second, "Is this why Mystique isn't here?"

"Yes she's finishing up a few loose ends and helping me. The rest you don't need to know about, don't fail me Pietro." Then there was a click as the line ended. Pietro put the phone away and wondered what was going on. He hated how his father never trusted him with anything important and the fact that he seemed to think so little of him.

He did everything to prove himself to his father but why didn't it ever seem enough? Well he wouldn't fail in this simple task and eventually he would prove to his father that he was worthy of not only being a part of his plans but as a son as well.

**NEXT UP CHAPTER 26: PLANS IN MOTION**


	26. Plans in Motion

**THE RETURN OF SPIDER-X**

**CHAPTER 26: PLANS IN MOTION**

Bolivar Trask a tall well built man with dark hair and mustache was in the control room as he watched his first operational Sentinel at work. He was in the control room overlooking a very large empty metal room where the robot was being tested.

With Osborn back he now had all the supplies and parts needed to finish his project to save humanity from the mutant scourge. He couldn't understand why those fools in SHIELD couldn't see that mutants were a threat to the entire world to the entire human race.

He watched as his one hundred foot fall red and black behemoth moved through the training area. It's movements were still a bit too sluggish but his people told him that they would be able to get it faster by the end of the week. The weapons were being calibrated even now as the Sentinel targeted several targets they put up.

The weapons came on-line as multiple energy based weapons came out of the massive machine. Trask was watching a monitor that showed the targeting HUD of the Sentinel as he locked onto the targets. He was timing to see how long from lock on to firing as well as accuracy.

The titan fired its weapons shooting the targets to pieces, well most of them it had missed three of the targets and Trask looked over the data. "I want the left canons recalibrated and double check the connections to the processors." He spoke to a technician.

"Yes sir," Came the snapped replay. He nodded it had taken time to find good people for this project and it wasn't easy keeping this all under SHIELD's radar but he had been with them long enough to know how to slip past them.

Besides he had some pretty powerful backers and they knew how to get certain things for him. It was because of them that he had the funds for his base, and to contract Osborn for this and so far the work was very promising.

He was pleased with the results so far the Sentinel project was finally moving smoothly and efficiently. It wouldn't be long until it was fully ready. He had his troops rounding up certain mutants that wouldn't be missed to be used against this Sentinel and they were getting better. But they needed someone better someone more dangerous.

In the control room everyone was busy as they looked over system readouts and everyone looked like it was going well. At the far wall a door hissed open and a soldier rushed in, "Sir we may have something."

Trask looked at the man as he waited for him to speak, "Sir we've been getting sightings of a mutant not too far from here. We've manage to get an ID from a surveillance system we've been setting up in areas where mutants could hide out."

The soldier handed him black and white images a few were a bit blurred but he stopped at a clear one. He knew this mutant alright, while at SHIELD he learned of several major mutant threats and this one was nearly on the top of the list. Sabertooth, a man that was known to be linked to Magneto an extremely dangerous mutant.

He looked up sharply at the man in front of him, "Has there been any pattern to his behavior?"

"I'm sorry sir not at the moment but I have men staking out the areas he was seen."

"Good I want you to keep me posted and watch out for this one," Trask warned him the last thing he needed was for him to start losing men because they got careless. "He's extremely dangerous so watch out for him, take no changes."

The man saluted and turned on his heel and left the room. Trask looked at the images and grinned Sabertooth would be a most welcome and valued specimen for the Sentinel with him he could really help make it a much more efficient killing machine.

He turned back to the large windows seeing the Sentinel walk back into a massive work bay where technicians and engineers were looking it over. "When they finish with the recalibrations send out the last of the specimens. Let's see what it can do then."

**-Bayville High-**

Peter was talking with Hobie a friend he made this year at school. He was like a smarter version of Evan well that and more mature with no blond heir dye as well. He was also like Peter kind of an 'outsider' that being the polite term meaning geek or something else like it. So it stood to reason they got alone well because of that shared social standing in high school.

"So you ready for finals?" Hobie asked Peter he had to admit he himself was already studying it. Well as much as he could without cutting into his nocturnal activities. Sure he was learning still but as Prowler he felt for the first time he was doing something worth doing.

Already he had heard people talking about the strange vigilante in Bayville and sure it was a nice ego boost. But he tried not to let it get to him he still remembered how he just barely made it away that one night he helped Spider-Man. Some guy in a helmet and cape with this butt ugly dude that looked part cat were there.

Lately he had been keeping a bit more of a lower profile until he could get a few more adjustments to his suit. But anyway things were good and it was nice having a friend like Peter along too. Although he got the feeling there was something odd with Peter's life or maybe just off but he couldn't place it.

Peter was thinking about finals he couldn't believe the year was nearly over all ready. It didn't seem that long ago since he started at this school but boy had things changed. And for the better he felt, he found people that could understand him, he no longer had to lie to his aunt. Found a 'little sister' in Spyder made more friends then he ever had. And to top it all off one hell of a girlfriend.

For the first time he felt things were going his way, "Oh yeah trust me we got a lot of studying going on at the mansion we even get groups together to help out."

"Uh huh," Hobie smirked at him for a moment, "Any of those are private 'tutoring' sessions with a certain goth?"

"Yeah right Rogue would kill me if she thought I was cheating on her with Wanda," He smirked turning that around on him. Hobie rolled his eyes he hadn't met Wanda something about her being in a hospital for a long time and needed home schooling to catch up. Or so that's what he was told.

Unfortunately Hobie wasn't looking where he was going and bummed into someone, "oh hey there sorry man." He looked but only saw a pair of overalls and looked up, and up, and up some more into the face of Fred Dukes.

'Ah hell,' were the twins thoughts of the two but Peter noticed he wasn't alone. Max was also there with the new girl Sandra as well. 'Well this is going to suck.' Peter quickly tried to think up an exit strategy for this.

"Hey watch where you're going," Fred crossed his arms glaring at the smaller dark skinned teen.

"I think he should apologies," Sandra grinned at this scene. She looked at Peter daring him to try something given this was the boyfriend of her 'sister' she really didn't like him. In fact she knew Max had issues with him as well and saw him smile at this as well.

"Hey Fred maybe you should make him peg for forgiveness," Max added in now Fred was catching on to what they were doing. He may have not been the smartest guy but he did catch on fast sometimes.

Fred grinned down at him, "Well go on beg me, and maybe if you throw in your lunch money and maybe I'll let you go with just a wedgie."

"What? No freaking way," Hobie said defiantly to the extremely large boy in front of him.

Peter stepped in, "Come on guys we don't have to do this."

"Oh I think we do," Max grinned at him knowing full well Peter was outnumbered and couldn't use his powers with his friend there with him.

Peter tried to think of something quickly, "Well then I guess you guys forgot about him. Hey Principal Kelly." He smiled and waved to him behind the three teens. They turned to look knowing their fun was spoiled but they didn't see Kelly.

They did hear some fast pacing shoes and quickly turned back to see the two of them ran past a corner in the halls. Being tricked like that wasn't something they were about to take laying down and quickly went after them. Well Max and Sandra did Fred just kind of tried to go as fast as he could to keep up with them.

After the three ran past a supply closet door opened up and out stepped the two teens, Peter checked with his spider-sense and so far things were okay. "Man I can't believe this old trick worked."

"Hey I'm not knocking it," Hobie said grinned back stepping and feeling someone up against his back. He quickly turned as did Peter when his spider-sense went off. Now they turned to see Hobie walked into their old pal Duncan Mathews and a few of his goon squad.

"Well look what we got here," The blond quarterback said with a malicious grin on his face. Hobie palmed his face, this just wasn't his day.

Peter looked at the other teen with a deadpan expression on his face, "You're a jinx today aren't you?"

**-Elsewhere in the School-**

It was between glasses and Rogue and Scott were walking the halls together, they were going to meet up with a few of the others outside. Scott couldn't help but still after these last few months look around, living a life mostly blind or seeing one color really made you appreciate things when you got it.

There were times that while walking he would just get a small smile on his face as he just took in the view. It's amazing how you can actually forget how many different shades of green there is in the world when you don't see it. He also had a habit of checking his watch now and then but it was more for the power levels of the nullifier built into it.

"So Scott you still up for that game on Friday?" Rogue asked him with a hint of a grin she really wanted to try out her new physical abilities against him on the court.

He flashed her that smile that once made her feel weak in the knees but now was just charming. She had her own guy that made her feel that, and she was glad he was finally with Jean two. She had to admit those two did deserve one another. "Sure thing but just take it easy on me."

"Ah promise nothin'."

"Hey guys," Came Jean's voice as she was walking with Taryn and Paul with her. Those two were really starting to feel a lot more natural around other mutants. In fact they were starting to think of it as 'normal' now. Plus the fact that certain things now made sense about their friends and they felt closer after being trusted with this secret.

Scott's face instantly lit up as he saw Jean and went to her, "Hey how's it going?"

Jean smiled at him with a smile and look in her eyes that only Scott got out of her, "Not bad so far."

Rogue rolled her eyes seeing how they acted with each other although Paul and Taryn were just grinning at the site. "So you guys want to go to the mall after school?" Paul asked all of them and He even looked to Rogue which surprised her.

"What ya want meh?" She asked him surprised.

"Sure why not?" Paul shrugged his shoulders he really was a nice guy not like a few other people Rogue could name. "I mean might as well get to know Scott's friends as well right?"

At this point Taryn jumped in, "Yeah come on, you can even bring your boyfriend Peter along as well. I hear he's an interesting guy to hang out with and he seemed nice the few times we met."

Rogue was a bit glad but then her face fell a bit, "Ah can't ah got my extra trainin' after school."

Both humans were at a loss at that they knew about the kind of training they all went through but not because of any other personal training. Jean saw this and started to explain about how Rogue's powers had developed. Well she gave them a short version they didn't have time to go into all the details. "So basically Rogue has been having personal training sessions to learn to control her ability With luck she could get total control one day." Jean finished it off.

"Oh man I bet you're looking forward to that," Taryn blurted out and then mentally smack herself for her less then tactful approach. "Sorry I meant it to come out better."

Rogue just shrugged it off, "It's okay so far ah only got ta hold a person for a minute before ah lose concentration." She sighed it was a long hard road.

"Well I think you're doing great," Scott encouraged her placing a hand on her shoulder. "I mean when you started you only could do it for a few seconds."

"Yeah Rogue you shouldn't give up, I know this has been your dream to touch all on your own and you're closer now then ever," Jean was trying to be supportive of Rogue she had been through a lot in life and her mutation hadn't made it any easier.

This all made Rogue genuinely smile at the support, she felt a small pang of regret in how she had viewed Jean earlier this year but she really was a good person. If still a little too 'Miss Perfect' at times but you can't like someone all the time. But she did now and was glad for having nice friends.

Paul and Taryn shared a small glance at each other this was just another side that they had never been able to see in Jean and Scott. Not knowing the full story helped them to see just how their two friends were like the pillars of the team they were on. They helped to keep everyone uplifted and be there for them.

But they were learning all the time about just what the lives of their friends and the people they lived with were like. "Well maybe anther time then Rogue and I hope that this works out for you," Paul said to her.

"Thanks and maybe ah will one day." She shrugged but it was nice of him to still offer.

**-Later that Day-**

Logan wasn't happy, but then he usually wasn't but this was worse. Xavier had been picking up Sabertooth a lot lately in fact he was doing a lot of activity which was strange given how ever since he started working with Magneto he had been pretty much staying under the radar.

So here he was trying to track his oldest enemy a man he had been fighting as far back as he literally could remember. He didn't know how it all started but the only thing he did know was that they hated each other as much as two people could. One day they would throw down one final time and only one of them would walk away.

But now wasn't that time he had a job to do and that was to find out what Sabertooth was doing. Logan was now in his light brown and black uniform and of course of all the places for Creed to go through it had to be the sewers.

Logan hated sewers they were filled with things that his sensitive nose didn't like, and it made tracking harder when your nose hairs were burning or trying not to get sick from the smells. There was also all the sights that made him glad he had a strong stomach.

Like a rat that was floating belly up in the water and not to mention what was in that water.

He had been looking for over two hours and he was getting pissed at this. He could be spending his time putting the kids through training or taking his bike apart and giving it a nice once over. But this wasn't what he liked to do on his days. He just hoped this was all worth it.

It was then the finally caught a fresh scent from Creed, it was faint but it was there. He ran off down the dark tunnel as he let his senses lead him the way. He came into a large square section that looked like a junction area of some sort. The scent was here that was for sure but where?

He stalked the area being mindful of all the shadows since he knew Creed like to jump his prey. He loved to smell their fear well he wasn't afraid of Creed. Just then his hearing picked up a small sound, the sound of a heavy boot slightly adjusting on a pipe.

The Wolverine threw himself to the side and Sabertooth tried to pounce onto him from a pipe from the shadow above. "Hello runt I figured sooner or later you'd showed up, took ya long enough."

"What are ya doin' here Creed!" Logan snarled out unleashing his claws.

"Just setting up the pieces for the big show," he grinned at his enemy jumped at him slashing with his claws. The two began the old feud once more, Sabertooth knew he was just to keep him busy and lead him to those others but that didn't mean he couldn't have some fun while he was at it as well.

Sabertooth managed to punch him hard in the cut given that the ribs only would hurt his hand from that damn metal over his bones. Logan grunted with the blow and felt himself being lifted and then thrown through the air.

He managed to roll when he landed and slashed out with his claws knowing full well Creed would go in for the kill and Logan managed to swipe him with the claws racking them across the larger man's chest. Sabertooth roared out in pain and anguish.

He jumped onto Logan slamming him against a wall but Logan kicked him off himself. Creed was about to lose himself in his bloodlust but his ears picked up a small sound from down the tunnels. He knew that Logan may or may not have noticed it but then Creed was still listening for those others.

"You want to finish this runt then you'll have to catch me." Sabertooth quickly fled down one of the tunnels Logan growled out in frustration. He quickly ran after him wondering what was up with this and where he was going. He kept on Sabertooth's trail until he saw him climb through a maintenance tunnel or something.

He got under it and was about to go up when he felt a large pull on his bones and he was slammed into the ground. He looked up to see metal warping around behind Sabertooth cutting off access. Logan knew Magneto was somewhere close he had to be and he also knew that Magneto couldn't hold him down forever.

When he felt the pull end he shot up ready to chase after him, his claws would take care of the metal but then he heard something. He stopped for a moment listening there were footsteps many of them in fact. He looked behind him wondering what was going on, why there were so many people down here.

There couldn't be that many work people down here but there was more wrong with this. They were running in unison, tight formation. He could hear equipment rattling as well lots of it and in combat boots. He knew that sound anywhere they were different from work boots.

He turned around to see a few shadowy figures with glowing eyes he knew those were night vision or even thermal goggles they were wearing. "Mutant target you know the drill."

They fired gas canisters that filled up the room quickly Logan tried to move quickly but the smoke blocked his sense in fact there was a hint of a knockout gas in it. The next thing he felt were several stings over his body as they fired tasers into his body.

He felt the electrical current shoot through his body as he roared out in pain. But eventually the world went dark.

After the smoke cleared the soldiers walked around him in a circle. "This wasn't the target we were looking for is he?" One of them asked the squad leader.

"No it's not but at least we're not coming out of this empty handed." The leader put away his weapon as he started to give orders. "Okay put the restraints on him and keep him out, let's take no chances and radio the other squads to keep looking for the other one."

"Yes sir," They said as they got to work to take in the mutant for Trask.

**NEXT UP CHAPTER 27: COUNTDOWN TO ZERO HOUR**


	27. Countdown to Zero Hour

**THE RETURN OF SPIDER-X**

**CHAPTER 27: COUNTDOWN TO ZERO HOUR**

When Logan woke up he had a sense of motion about him although he was sure he wasn't moving it was a bit disorienting at first. When his vision cleared up he saw he was in an elevator which explained to him the strange motion he was feeling.

He tried to move but he was in some type of heavy restraints, his arms were behind his back and his fists were pointed in opposite directions and weren't covered. Whoever these jokers were they knew enough to make sure his claws wouldn't be used to his advantage.

He looked around he could smell the men around them, the scent of the metal, the gunpowder of bullets, the leather of combat boots with that stuff military personnel used to clean them with. Aftershave, sweat and other things, he took it all in as he looked around. The place was built far too familiar to him, ever military had their own style.

This was a lot of high end work but nothing flashy, everything had a purpose and it was larger then life as well. He had seen designs like this too many times, "This place looks like SHIELD."

"Hardly freak," Said Trask as he rode the elevator down with him he wanted to personally be there for when the mighty Wolverine woke up. He had been initially disappointed when his people failed to bring in Sabertooth but Wolverine was just as good a prize.

He had read all about him as well, all the SHIELD files, all the missions he went on. The man was a literal one man army, a literal living weapon. He couldn't think of anyone better to test his hope for humanity on one of the most dangerous mutants out there. It would seem fate had smiled on him, "I did work for SHIELD but then I learned of your kind of how they did nothing to stop you. You freaks are monsters and a danger to the world so I made it my mission to exterminate your kind for humanity's sake."

Logan knew this kind of person, a fanatic. The way he talked the anger there in his voice with the hatred. He knew the type, the type that couldn't be reasoned with and thought they were in the right and no action they took no matter what was justified. "Great so ya mind tellin' me why I'm still breathin'? Given that I figured out you want to wipe out mutants."

"Oh you're right about that I still need you alive at least for the moment. I have a little surprise for your kind and you'll help me to test it out." He smiled a none too pleasant smile. Logan narrowed his eyes as the elevator stopped. He was lead into a large area and then he heard a large mechanical sound with a thunderous thump sound.

He looked up and was surprised to see a massive robot there walking out into the large open area. He gritted his teeth knowing full well what Trask had in mind now. Well then he was eager to show them what this tin man was like when it was nothing but clawed up junk.

**-Meanwhile-**

Magneto was in his private room overlooking his plan Sabertooth had confirmed that Wolverine had been taken. The first move had been made and now the game was in full motion. He knew all about Trask and it was time for the X-Men and Charles to see just what humanity would do, he would force the issue in his own way.

He would show Xavier what the humans were planning and in turn show the world that mutants were a force to be reckoned with. Soon the world would change and he would see to it that all their brothers and sisters would be placed out in the open. They would all know they weren't alone and there were those that would fight for them.

Xavier would be forced to meet the humans and he knew Charles was too stubborn to accept humanity for what it was. But soon after when he was choking on the hate around him he would know. When they flocked to his home in anger, when they tried to come for him and his students he would know the fear that would grip his heart.

Magneto sat back in his chair as he rubbed that spot on his arm, the spot where that blasted number had been marked into his skin. He could have removed it like many had after they were free of the camps but there were those that wore them. Those that chose not to forget and to show the world the suffering they had endured.

He knew all about suffering, he lost his family, his wife, his daughter was practically lost to him. His own son was a bit of a disappointment but only he was to blame for that. But someone had to lead mutants into the future and he was that leader.

Right now though he had set certain things in motion and they couldn't be stopped. He would ready his Acolytes for the great performance that was coming. They had no idea what he had planned and he could keep it that way. Magneto wanted this to go off flawlessly and he knew Trask would be surprised by this turn of events as well.

Now then, Mystique should be on her way to do her part in the plan and bait the trap for the X-Men. Then she would go back to the Brotherhood and keep them ready. If things went wrong he may need them but at the moment they were to keep their heads down. He had to make a few contingencies after all since no plan was ever fool proof.

Soon there would be a day of reckoning and the entire world will soon change.

Although Magneto was making plans his other Acolytes were doing their own thing, they were told to be ready to go out and they were to not leave the base until he said so. Those like Sandman, Sabertooth and Pyro eagerly awaited a challenge. They had been put on the side lines for too long and they really wanted some action.

Sandman especially since gaining his new powers he wanted to truly start to use them. He couldn't wait to get out and see what he could do. Others like Felecia and Remy took it in stride they didn't like being cooped up like this but they were still being paid and if that meant sitting on their asses it was on Magneto's dime after all.

Piotr the mutant also known as Colossus was taking the time for his sister. He walked the halls and went to her room. He smiled seeing her there on the floor coloring in a book. He only wished when she grew up that she could understand why he had to do what he did. With their family gone he had to take care of her and this was the only way.

He had been saving up all this time and putting a fund in her name as well just in case the worst should befall him. Piotr would do anything for his 'little snowflake' and if he had to sell his soul to Magneto then he had no other choice.

Illyana turned her head smiling up at her big brother. "Brother! Please come and see what I drew."

He smiled at her happy tone, she was just so full of life and these moments with her made everything seemed like it was worth it. He knelt down and saw what she was drawing and smiled at the image there. It was a child's drawing of what looked like a happy looking pair.

"This is me, that's you." She pointed to a large looking person with a little girl on his shoulders. There was a large house as well with grass and a sun. "This is a house we'll live in one day…We are going to live somewhere else right?"

He nodded his head sitting down next to her stroking her hair. "Da we will, when I earn enough we will have a nice place to live and you'll have a large yard to play in."

That was one of the reasons he worked for Magneto, he had to provide for her. Also the fact that he was in this country illegally and there were those in Russia that wanted Piotr for his abilities. He remembered how men came to his family farm after his mutation. Things only got harder after that and then the accident that took his family only his little sister had been alive.

They had been on their own until Magneto found him and now all he was doing was trying to make a life for his little sister and himself. "It is very good Illyana."

She beamed happily up at him, "You think I'll be as good as you one day?"

"Yes I think you will be sister," He didn't know what was going to happen soon. But whatever Magneto had planned he was going to spend that time with his sister. He didn't know why but he had this sudden feeling of dread. There was something in the air especially when Magneto was around you could almost feel he was gearing up for something.

He hadn't spoken to the others about his fears but there was just something and he didn't like not knowing. As Piotr sat down and joined her in her drawings he couldn't help but feel that something was coming that may make him rethink his plans for the future.

**-Cerebro Room-**

Xavier was using Cerebro to help try and locate Logan since he had disappeared off Cerebro's tracking. He had been keeping track of his progress but then he had vanished all of a sudden. He was also over an hour late with checking in as well. Xavier had been down here all that time trying to find Logan and it was deeply troubling him how he couldn't find him.

"Charles is there any word?" He hadn't noticed when someone entered the room he had been too focused to have noticed. He pulled off the metal headpiece and turned around to see May there looking a bit worried. "You've been at this for a long time and you looked dreadfully tired."

Xavier sighed and rubbed his temples he had been at this for a very long time and his mind was feeling the strain. May could see it from where she stood, he was tired and worried sick. So far the students didn't know that Logan was missing but soon they would.

Even she was worried about the gruff man, sure they had their little odd exchanges but there had been a growing friendship there. She walked over to Xavier and placed her hands on his shoulders the tenseness in them was terrible.

It always amazed her how he would seem to put the weight of the world on his shoulders, kind of like Peter. Although where he joked about it Xavier would have this calm and collect about the pressure he bore.

"I'm sure whatever trouble he's in, Logan can find a way out." She tried to assure him as she gently rubbed his shoulders. Xavier let out a sigh normally only Ororo had done this a few times and it was nice when his shoulders got all stressed up although he knew that she was trying to help but he still worried none the less.

"Maybe but he's still in trouble and I have to try."

She sighed and nodded, "Alright but at least take a moment to rest up. I'm not sure how this thing works and I doubt I would understand it but I can see that it takes a lot out of you when you use it for so long. So please take a rest for a bit at least then you can throw yourself back at your work."

He had a small smile on his face as she tried to get him to rest and a part of him wanted to agree with that. He could feel the weariness on his mind and starting to sink into his body. "Perhaps a small rest will do, but I have to get back to it. He could show up at any minute and he may need help when he does."

"That's fine at this point I'll take anything," She told him as they both moved out of the room. They ended up in the kitchen as she talked him into some tea to calm him. He waited as he watched her start up the kettle. So far he hadn't slept much since Logan had vanished over a day ago and he was thinking that maybe he should go to his room and rest.

She poured him some tea and it felt nice as it hit his throat. He took a breath and although he was still very worried about Logan he was put a little more at ease. May sat down next to him sipping her own tea. "Has anything like this happened before?"

Xavier thought about it, the only thing he remembered was a few times like when Magneto had captured his students and himself for his Asteroid M. That had been their most difficult battles but one they had come out on top with. He knew that at some point they may face a challenge they were not ready for or an enemy that was far more powerful that they could fight.

But he always hoped that they would all come through things. "Well it's rare but I do hope for the best."

May smiled at his optimism, "Well then I hope that he turns up soon. And if he was fooling around you can bet that he'll get a strong lecture from me about worrying us."

Xavier couldn't help but smile at that, he had no doubt that she was only joking but it was nice to have his mood lightened a bit. He took the moment to let his mind rest as the two of them were in a comfortable silence. Then Amara came running into the room from the looks of her she had been running as well.

"Professor! Logan juts called and he sounds like there is a major problem. He's asking to speak to you." The Nova Roma princess stated. Immediately Xavier and May went to the nearest phone as Xavier picked it up.

"Logan what's going on? Where are you?" Xavier asked.

"I got taken, something is going on down here at the warehouse district in Manhattan. There's a bunch of stuff going on here." Logan sounded strain like he was injured although Xavier wanted to ask how he was he knew that Logan would only shrug it off given his mutant healing powers.

"Logan who took you?"

"I don't know some strange guys, maybe working with Magneto. They're still after me and I can't get out of this. Damn they're on my trail…" There was a pause on the line then he continued. "Look I don't know how long I can stay here."

"Logan I'll send the others to you as soon as I can. Do you think you can hold out until then?"

"Yeah I think so, look just hurry okay? I'll do my best but there are a lot of them. What the…Damn they're here. Look just hurry up to the lower east side, looks like there's an open lot next to some kind of old coal factory. You should be able to-" But then the line cut down.

"Logan? Are you still there?" Xavier asked the line but all he heard was the dead air of the phone and then that beeping noise that you hear when there is no connection for a moment. Xavier hug up the phone and saw May there looking worried.

"Is it bad?"

He nodded his head, "I'm afraid so. I need to gather the senior students and then go after them." He started to roll on to the lower levels as he sent out a telepathic call to everyone he was going to join with him. They had some work ahead of them and he just hoped they could get there in time.

May stayed behind this was the type of situation where she wasn't needed for. She hated how she had to watch them go out but with her time here she knew that they needed to do this. It was what they did and maybe the world needed young people like them to help it.

She had seen it in Peter and in the others here as well. So May did the one thing she could do, she silently wished them all the best of luck and hoped that they came back okay.

In the New York area where there was a pay phone stood Logan as he had ripped the phone off the at the cord. What was left of the phone was in his hand as he dropped it to the floor, he grinned at the box and looked behind him at where the meeting place would be.

He started to walk and when he reached an alleyway he morphed into Mystique she then turned into one of her human disguises as she reached the other side. She had to admit this was a nice plan by Magneto to lure the X-Men out. Now she had to get back to the Brotherhood and await any further orders.

It wouldn't take her that long she just hoped that she could get back to keep them in their places. The world was about to change and personally she was sick and tired of the hiding of living in shadows all the time. Although Magneto had told her that if needed be the Brotherhood may have to be still kept under the radar.

At least at first but then again maybe they could have some fun with that as well. As she walked on she could only wish to see the faces of the X-Men when it all hit the fan and their world was changed forever. Plus there was one more thing that they may need to do, after she stopped by the Brotherhood she had one more thing to do.

She hated to let _that_ person loose but the added chaos would help fan the fires.

**NEXT UP CHAPTER 28: OPENING MOVES**


	28. Opening Moves

**THE RETURN OF SPIDER-X**

**CHAPTER 28: OPENING MOVES**

The X-Men were suited up as they were getting ready for their mission, Xavier was watching then as they were boarding the helicopter for this mission the Blackbird was too large for something like this. Storm was going with them as he would stay with Cerebro and hope that he could help them locate Logan's position.

Then he noticed Wanda in her Scarlet Witch uniform walking up to the vehicle and he hadn't planned on her going. He moved himself in front of her, "Wanda what are you thinking?"

"My father is involved so I'm going," She said in a harsh tone everyone knew that she had a lot of anger against Magneto not that anyone could blame her.

"Wanda…"

"I have to go," She insisted to him and stared him in the eye. "After all that he did to me I have to make him pay!"

Xavier sighed at her feeling all the anger coming off of her. "Wanda I've been trying to help you with your anger since you've been coming here. You've made some nice progress but I don't want you to throw it all away, plus the fact that if you're too focused on your own plans for revenge you'll be putting the safety of the others at risk."

Wanda felt her anger rising but she put a stop to it closing her eyes and trying to focus herself like she had been taught while here. It was true that Xavier didn't have to give her a place or even help her, hell he had given her a roof, an education, and help with her anger and powers. She did owe him but there was a deep and dark anger that wouldn't go away until she at least faced her father.

"Professor…I do appreciate all that you've done, and I don't want to put anyone else at risk. But I need to face him sooner or later and the more I wait the more anger I'll have in me. Please I need to do this I need to confront my father. I promise that I won't get in the way but if there is a chance that I can get at Magneto then I will take it."

"Plus if you don't let me go I'll find another way to New York and I don't care about the consequences," Her face softened then and she looked at him with a pleading look. "Please…Let me do this…"

Xavier put himself deep in thought her powers would be useful but her mental state was what worried him. He knew that she had a few valid points but he was afraid of what would happen when faced with her father. "Wanda I need to know for sure that you'll not endanger the team with your personal issues."

"You can scan my mind if you want but I promise you that I'll keep my head in the game."

He was tempted to do just that but he had to show that he trusted her it was a two-way street after all and he just hoped his trust wouldn't be misplaced. "Alright but I'm putting my trust in you Wanda, please don't disappoint me."

"Thank you," She said to him and walked off.

Scott was overlooking the last of the flight checks on the outside the Velocity when he heard someone walk up behind him and he narrowed his eyes when he was it was Lance in his old uniform. "Lance where do you think you're going."

"Look I know we don't like each other but Magneto is serious business and I won't let Kitty go out there without me." He stepped up to Cyclops.

"Lance this is an X-Men only mission," he turned fully to him stepping an inch from his face.

"Oh yeah? Since when is Wanda a member?" He pointed to the goth as she was getting onto the helicopter.

Scott noticed this and he wasn't sure about this either sure Wanda was getting in training sessions with them now and then although most were personal lessons to help her gain control. "I don't know but Lance this isn't the time."

"Come off it if Jean was going off somewhere and you weren't on that team tell me that you'd want to be there as well."

Scott didn't want to admit that Lance was right about anything just on general principal the two of them never got along. But he did admit that he'd be there as well and looking at Lance he could see that look in his eyes and he was going to argue this point. "Lance I need a team out there not hot heads. Do you honestly think that you can take orders from me and I mean no matter what you do as I say. I can't have you doing your own thing out there because this is important."

Lance was silent a moment thinking about it, even though the idea of listening to Scott and taking orders from him he hated. But he was worried about Kitty he just had a really bad feeling about all of this and he really, really didn't want to do this but he knew he'd have to listen to Summers.

It went against everything he knew that the two of them would never see eye to eye they were just too different. But then he thought of Kitty and what was more important his pride or her? He'd just hoped that she would appreciate this, "Look for this one time I'll do it, I won't like this but I will."

Scott regarded him at a moment, "Okay take off the fruit bowl then," He pointed to that thing that covered his head.

"What?"

Scott sighed and shook his head, "You didn't even last five seconds."

"Hey you just caught me off guard," He snapped and took it off and threw it aside. "There happy?"

Cyclops had no idea what they would face but if Lance was willing to take orders from him then he could use the help. Lance had been one of the more powerful mutants in the old Brotherhood if a bit uncontrollable. He had seen the results of some of the training he was going through he had been showing some improvement.

"Okay fine, get on but if you screw up-"

"Yeah I know I'll be in trouble."

"Actually we both will," That surprised Lance and looked at him confused, "It was my decision to let you on, you screw up means it was also my fault that made me let you on as well."

Lance had no idea what to say to that, on the one hand getting Scott in trouble did appeal but he never figured he would take responsibility for anything he would screw up on. That was different back in the Brotherhood they hardly admitted their own mistakes they just blamed the other. It was just another example of how different things worked here. "Uh…Okay then, but why did you want me to get rid of that thing anyway?"

Scott just smirked as he got on bard, "Because that thing looks ridiculous and if you're on my team I want us to look respectable." Lance wasn't sure what was more shocking the reasoning or that Summers made a joke.

**-Oscorp Facility-**

Norman Osborn was overlooking his facility that was up and running now. The facility was for his new project or at least part of it, he was never one to put all his eggs in one basket. This facility would be for stage one the holding and processing of the mutants. There was another place where after the preliminary work was done the real genetic work would be done at Site 2.

So far in Site One this was where the Spider Slayers were built and being stored. Both of the Smythes were working in this facility at the moment. Norman was in an overseer station looking down onto the father and son team working on the giant robots.

Each one was different there was a large Black Widow model that was all black with the red markings of that spider it was about the size of a small van. Next was its larger 'cousin' the Tarantula model that was nearly twice the size of the first and purple. The last was a giant green Scorpion model.

Normal grinned at the armored machines as they were his way of taking those mutants that he needed. Thanks to Trask he had everything he needed, at least he hoped so but he hired someone that would see to it that could deal with any uncertain problems.

In fact he was waiting for that fool to get around to seeing him, he was late and he didn't appreciate this. He was already under enough pressure, sure Trask was happy but there were other concerns. Wilson Fisk was starting to make a bid on his stocks he had to make sure that his stocks didn't fall too much so that they would sell and Fisk to take them.

The last thing he needed was for that man to take control of his company, it didn't help with all the rumors about how Fisk operated. Somehow all his business rivals kept having nasty accidents and he wasn't a fool to know those weren't just coincidence.

Plus there was the fact Octavius had been sighted stealing from one of his facilities. This was getting out of hand and he maybe need to hire more people to deal with that man. He was already on a razor's edge and this wasn't helping. "Where is that mercenary?" He growled out.

"My ears are bleeding." A voice that seemed to be light hearted and humorous came from behind him.

Norman turned to see a man sitting there on a chair and had his feet propped up on a console. He was fooling around balancing a knife in his fingertip with a few other weapons strapped to his red and black costume that covered his whole body. "Nice place you got here, a little on the evil villain side but some kick ass toys."

"How did you get in here?"

"Hey I'm not one of the best for a reason," he said flipping the knife and catching it by then handle and put it back as he got up to the window. "Oh hey! Cool robots, where are the controllers? I love Robot Wars and Battlebots and these guys would kick ass! Oh come on let's make them fight, I'll be the big green one, now how to you start this thing and where's the attack buttons?" He was looking over the controls about to start pushing random buttons.

"Knock that off you fool!" He hit the man's hands away from the console. "Are you insane?"

"Oh please I'm just as sane as Charles Mansion." He waved his hand at him.

Normal blinked a few times with a cold stone like glare, "He's not insane."

"Yeah I know that's why I said it." He said in a voice like it was perfectly natural thing for him to say like it was a commonly known fact. Norman pinched the bridge of his nose maybe thinking he should have hired another person then this.

"Deadpool…"

"That's my name don't wear it out."

"Will you be serious I'm to explain to you why I called you here." He felt the sudden urge to smash this fool although he knew of the other man's skills would normally give Osborn pause for some reason he felt that he could take him. He had no idea where that came from in his head but he pushed it aside.

Lately he was feeling more and more aggressive and restless. All these fools getting in his way all the time he felt that he wanted to just get rid of them but in a more personal way. Sometimes he felt like there was something growing in some dark corner of him but that was just nonsense.

The mercenary just sat down and kicked up his heels again, "Yeah I know you said as much when you hired me out in that message. Want me to help with acquiring something for you, sounds a bit dull to me but it's your dollar."

"Oh trust me it won't be dull," Norman grinned as he turned to face the giant machines, "These machines will be tested in battlefield conditions for the first time and I need someone out there with the skills to make sure that they aren't ruined also if the case need be to help capture a few specimens."

"Specimens? What you making a zoo or something?"

"Not quite," He pulled out a small disk and passed it to him, "This will contain all information that you'll need. Be ready to deploy at a moments notice because I have a feeling I will need you soon."

He knew that Trask's plans were moving ahead and pretty soon that man would start his little war. Little did Norman know that it would start much sooner then he had planned but that would be of little consequence to him.

**-Later-**

The Velocity was flying over the area trying to find where Logan had called from as Xavier was back home trying to use Cerebro to help. Jean was in contact with Xavier but she only thing she felt from him was confusion and a bit of frustration. Xavier was having no luck in finding Logan and it bothered him that he couldn't find him.

Ororo was piloting while looking below her, they were very careful about hot to get to into the city, thankfully the ECM they used would keep them out of civilian radar traffic and they have come in high so anyone looking up would just make out the outline of a helicopter and nothing else.

They had been looking for over ten minutes over the area until they found a place that looked like the place Logan had described. She took them into a landing in an open disserted area that was away from the streets thankfully. They slowly got out looking all over the area Peter looked around, "Man I don't have a good feeling about this."

"Is that the normal kind or the spider kind of not a good feeling?" Evan asked him he looked around and it was pretty quite and like the cliché it was too quiet for his taste.

"Just the normal kind for now but this isn't what I expected. When are all the bad guys for instance?" Peter asked.

"I don't like this," Cyclops said scanning the area, "Everyone fan out in pairs and be careful I really don't like the looks of this."

"Hey look up in zhee sky!" Kurt pointed to several metal globes that were flying through the air into the maze of boxes, steel drums and other such things that had been left littering the area for who knows how long. "Aren't zhose zhe zhings zhat Magneto used before?"

Everyone who had been there remembered the metal spheres Magneto used to kidnap several of them last year for his Asteroid M place that they had destroyed.

Scott stepped forward, "Looks like we're in the right place after all, okay same thing only we focus in that direction." He pointed to where they had landed. They landed behind some of the random garbage and out of sight at least for the moment. "Everyone be careful we have no idea who he brought with him."

He noticed Wanda there her fists were clenched tightly as there was that familiar blue glow to them her eyes cold and her jaw was to tight her teeth. "Wanda are you going to be okay with this?" Scott didn't get and answer and place a hand on her shoulder, "Wanda!"

She shook from her head and looked at him she forced her hands open and pushed back her power. Trying to bottle it back up feeling the energy slowly return to that place she felt inside where it came from. She made a promise and she was going to keep it, "Yeah I'm fine."

He nodded and they went back to the mission at hand. At the other end the metal spheres opened up and out came the forms of Colossus, Sabertooth, Sandman, Pyro, Black Cat and Gambit. Pyro was giddy at the change to get to work, "Oy let's get this show goin', I want to start burning things and I can't wait!"

"Just remember what the boss said keep them busy and cause as much chaos as you can," Sabertooth snapped at them before going off at a run to the enemy he sniffed. The others made their way through the maze of junk.

Rogue was looking around it was a bit odd since her hearing was sharper then ever it was still taking her time to adjust to having this kind of hearing thankfully Logan and Rahne had been helping her cope. Then she heard a scuffle and to her right and turned in a ready fighting position.

"Good day chere," Said a tall handsome older boy there with brown hair a long coat and strange red on black eyes. He flashed her a charming smile, Remy had seen her picture but the real thing was even better looking in his opinion. "Now why do we have to go an fight huh? Can't de chere and Gambit be friends?"

Rogue was surprised by this as he came a bit closer and the way he looked and smiled made her flush a bit. But she shook it off 'what ah'm ah doin'! God ya got someone stop starin' girl!' She felt a bit bad at her response and glared at him. "What do ya want?"

"My card," He said and handed her an ace of spades she looked at it and then noticed it was warm and it was glowing. She knew it was bad and threw it away as it exploded and sent her off her feet she growled out and looked up. He was a slippery one that was for sure since he had disappeared.

Rogue could hear more battles going on as well and figure the others had met up with more of Magento's people. She picked herself up and made a mental note to wipe that smile off that boy's face. He sounded like he was from New Orleans or something.

Lance was with Kitty and Spyke as they were making their way and then came face to face with a man in black pants and a dark green t-shirt. "This is what we were up against? Just kids?"

"Hey man we may be kids but we can kick your ass!" Evan went in without thinking and launched several spikes at the large and well built man. The spikes passed through him in fact for a moment it looked like around the area where they penetrated it was sand.

"Kid you got not idea who you're messing with," Sandman stated and threw out his arms as they turns to sand and two huge waves of sand that merged into a giant one hitting them like a sandbag. Both males were sent hard into a large metal container and Sandman looked oddly as Kitty was still standing there untouched.

"You so got to do better then that."

"I'll take that challenge little girl," He turned himself totally into sand and engulfed the area where she stood. She phased her self through the ground and came back up near Lance and Evan.

"Guys I think we may need a bit of help here," Shadowcat said as she helped Lance up.

Peter in his black and white Spider-X uniform was trying to make his way to the battle when out in front of him Black Cat show up. "Hey there Spider."

"Cat…I don't have time for this."

"Look just listen, we can just leave this together. How about it? You and me," She walked sultry up to him tracing her finger over his chest. "Come on we don't have to get involved in this and we can have so much fun together."

"I can't do that I have responsibilities and my friends need me!" He was really starting to get sick of this with her. "Why are you even with Magneto?"

"Who do you think made me what I am today? How do you think I got so strong and fast?" Peter's eyes widen behind his mask. That was something that he never thought of and was wondering how he had done it.

"So now I'm like you, I can be your equal please Spider leave with me." She pleaded with him.

"I'm sorry Cat I can't, I have to help my friends." He started walking past her when his spider-sense kicked in he ducked as her leg had sung over his head. He jumped back. "Whoa, what was that for?"

"You know what they say Spider…"She said getting into a fighting stance, "Hell has no fury like a woman scorn."

Peter just knew that she was pissed now and he guessed there was no way getting out of it. He wasn't sure he could even hit a girl although he sure didn't want to get his ass handed to him by one. The fact she was drop dead sexy in black leather he just knew Bobby would make some kind of twisted dominatrix joke at his expense.

Peter sighed getting ready to fight back, 'It's never easy.'

Below them Logan had just finished fighting the Sentinel or more likely getting his ass shot off again. He fell to the ground his uniform torn and his wounds healing although he was pretty much out of it at the moment. The last attack had knocked him out a few guards came to drag him off to his holding cell.

Trask was very pleased with how the Sentinel was working out he was in the control room grinning at how well his team had done. "Good work a few more rounds and we may be totally ready."

"Sir! There is a problem on the east surface gate!"

Trask turned to look at the monitor the east gate was a camouflaged secondary launch site for the Sentinel they made sure that no one would notice the area. On the monitor it showed several mutants fighting it out right on top of him.

He couldn't believe this, it was just so surreal had they found out about him? No wait if they knew they wouldn't be fighting each other only him. He grinned as an idea he had in mind. "I think it's time we gave our Sentinel a full test. Activate the gate when they are in position and bring them in, I want to see how our Sentinel handles in a live field test."

"Yes sir!"

**NEXT UP CHAPTER 29: ZERO HOUR**


	29. Zero Hour

**THE RETURN OF SPIDER-X**

**CHAPTER 29: ZERO HOUR**

Peter wasn't having a good day first he lost the guy he was partnered with and now he just pissed off this girl from one too many rejections he guessed. Hey it's not like he had a lot of experience with girls in fact Rogue was the first real girlfriend and beyond that only Mary Jane had talked to him on a regular basis.

So now he was narrowly avoiding being clawed by the Black Cat and boy was she getting close with those. She was nearly as fast as he was not as strong but damn fast and agile whatever Magneto did it really boosted her up that's for sure. "I don't suppose we can talk things out?"

"Tried it Spider you know a woman can only handle so much rejection," She said taking another swipe at him with the claws on her gloves. "Personally I just don't get it, I'm sexy as hell, I'm now your equal we could have so much fun and you want to stay with these people?"

"Why? I mean I know you're not like the rest of them, they hide in that mansion and yet you go out there every night and they don't." Black Cat told him going for a jumping kick he dodged it but she kicked off a metal container box and back at him. "Come on I know you love the action the thrill just like I do. Why else do you go out in the night looking for trouble?"

"There is a better way and a more profitable way to do it. Don't you think you deserve life to give you a break?"

Peter leaped over her and fired his webbing it shot at her this was the new impact webbing he had designed. As soon as it hit it expanded around her basically tying her up around her upper torso. "Sorry Cat but even if I did agree with some of that, you're way isn't my way."

The damn thing was there was some small part of him that had thought maybe he did like the action and he sure as hell thought the world owned him a little. But then again he wasn't the type to take what he wanted especially from someone else. Not only that but the world had given him what he needed, and she didn't know him well enough to know that.

He watched her struggle trying to break the webbing but it was too tight. "Sorry Cat but you don't know me as well as you think, now if you'll excuse me I have to go and help my friends kick the asses of your partners."

Felicia wasn't happy at all and screamed out her frustration, she got all this new power to get someone she considered could be her very equal. Someone she could really like but then he spurned her, she tried to help him damn it. First with that warning and now to get away from it all and he turned her down. She had never felt so hurt before but she put it aside for now.

Felicia looked at her clawed gloves if she could just reach the webbing she guessed she could cut herself free.

The others were fairly as well as they could, the Acolytes weren't like the Brotherhood. They were well trained and more dangerous then any enemy fought other then Juggernaut. Storm was with Scott and Jean as they were battling the armored form of Colossus he was proving to be pretty hard customer, his body was taking everything they could throw at him.

Ororo's lighting he just shrugged off and Scott's beam did knock him off his feet but he got back up. He could also move surprisingly fast. He quickly ripped part of a wall off one of the old factories and threw it at them. Jean reached out and held it up and threw it back.

It slammed into him sending Colossus into the building, then thought that might be it but then the rumbling they heard and the sounds of twisting metal made them think otherwise. "What's it going to take to keep him down?" Jean asked seeing him stepping out of the hole.

"I don't know but he we'll just keep knocking him down until he stays down." Cyclops told them.

Kurt was with Wanda as they were battling Sabertooth and it wasn't an easy fight Kurt kept teleporting out of the way while Wanda tried to hex the large mutant but he was fast and she was getting frustrated. She also knew Kurt couldn't keep this up as every time he teleported it would sap his energy.

The Scarlet Witch gritted her teeth and redoubled her efforts she was so focused that she forgot about her father for a moment. Her team mate was in trouble and despite how they used to be enemies she had started to like the X-Men. Kurt was a funny one and tried to make her laugh and had always been nice to her.

He had become a nice friend and so she was going to make sure Sabertooth didn't touch him. Beast was already running onto the scene by now and trying to get close to Sabertooth as he was more of a match in strength and agility.

Gambit had joined up with Sandman and now the two of them were giving Lance, Kitty and Evan a really hard time as if Sandman wasn't giving them enough of a hard time as it had been. Now they had two of them, Evan did his best against Gambit but the guy was too fast for him plus he kept blowing apart his spikes. Sandman was still pinning down Lance and Kitty, Avalanche tried his powers but then the other man just turned into sand and moved like water over the ground.

"Great well the hell is everyone?" Lance asked dodging another blast of sand he already was feeling some of it in his uniform but also knew he'd be feeling some bruises along the way as well. He never knew how hard sand was until it was shooting right at you.

"They're most likely busy," Kitty said phasing again to dodge another attack, "Although I'll admit some help would be nice."

The sand formed into a human shape well the torso and head the arms were sand as was the waist and everything below it. "Forget it kids you're all toast and there isn't going to be any cavalry." He sent a giant fist of sand down as Kitty grabbed Lance and they went through it unharmed.

"Hey if cavalry is out how about some airborne infantry?" Came a voice and Sandman turned to see Spider-X fly through the air and shoot wedding into his face. He yelled out something as he was tarring at the material.

Peter landed to the other three as they were now between Gambit and Sandman. "Hey guys sorry I'm late so I take it the walking sand trap and Mr. Explosive are giving you all sorts of trouble."

"Yeah you can say that," Evan said firing some spikes to keep Gambit at bay, "Where were you anyway?"

Peter sighed, "Don't ask man but trust me never piss off someone with claws," he pointed to where there were a few lines cut into his costume. He was lucky only got away with a few scratches to his skin.

"Uh…Hey can he get out of the webbing?" Lance asked him pointing to Sandman.

"He shouldn't unless he wants to rip the skin of his face," Peter said but then Sandman's face turned to sand and slid past the wedding. "Unless he pulls a T-1000 on it," Peter said lamely.

Rogue was searching for her teammates after that near miss with the guy with the strange eyes. She saw some fighting and went at them running when she was kicked from behind. She rolled and got her hands under her when she stopped. That had hurt, whoever had kicked her was defiantly stronger then normal but thankfully so was she.

"Well look what I found the pale girl," Rogue gritted her teeth she remembered that voice.

She swiftly turned her head and saw the Black Cat looking smug down at her, "Well this day may not totally be a bust after all. I owe you one you little witch, you cost me last time." And not just being captured and placed in jail while nearly losing she had stolen. There was something or someone else she had but then again Felicia was good at taking what others had.

Rogue felt a small sting on her cheek from where she hit the gravel on the ground and got up, "Well then maybe we got unfinished business then?"

"You got is shuck head." The Black Cat leapt at Rogue she was taken by surprise by her speed and with the strength of her blows that she was feeling. Rogue raised an arm up to block a kick to her head and it really stung. If she had to guess her speed and strength matched her own.

Felicia too was noticing a change last time they had been about equal but she had expected to be more then a match for her. She read the file on her that Magneto had and her only power was taking those from others.

She felt a punch to her gut and she staggered back this wasn't right but then again she did like a challenge. Maybe this would be more satisfying this way, taking her out too easily would cheapen things. And this time she wasn't going to touch that poison skin of hers either.

Trask watched all of this and it seemed that they made kick the crap out of each other before he got the change to do anything. But when they were all in the correct area that's when he looked at the control operator next to him. "Do it now!"

The woman nodded and imputed the commands, large gears and motors kicked into life.

Above them the mutants were still fighting but then there was a loud shaking sound. "Lance is that you?" Evan yelled out as he lost his footing and went to his knees so not to fall onto his face.

"Hey it's not me! I'm not even using my powers at the moment," He had no idea what was going on. Normally when he used his powers he could feel a small connection to the ground and then he could make that connection vibrate. There was nothing so he knew it couldn't be him. "Wanda is that you?"

"No it's not," She yelled out as she fell onto her back.

"Hey are we sinking?" Evan asked everyone they all looked around as the ground seemed to fall beneath them. They suddenly had a feeling of a giant drop at the giant floor they were on quickly descended. Before they knew it they landed in a dark area and not very gently either.

Everyone was thrown around as material were scattered across the place as well. Back at the mansion Xavier was completely surprised by what he was now sensing. The entire structure had to have been shielding from telepathy but with that large opening his mind now could get in.

He sensed many minds all human, and he also sensed Logan's. He tried to wake him but he was hurt and unconscious,_ 'Can anyone here me? Ororo, Beast, Scott?' _He sent to their minds.

'_Yes we hear you professor.'_ Beast thought out loud looking around as everyone was picking themselves up. Then there were many sounds of rifles and everyone noticed they were surrounded by people that looked like soldiers with weapons pointed at them_. 'I think we may have fallen into the enemy's hands Charles.'_

Xavier saw through their eyes and he couldn't help but feel this was all a trap but if it was Magneto's or these strange people he wasn't sure. _'I can sense Logan near you he's in a cell 300 meters to Kitty's right. I'll see if I can give a distraction and you can get him out-wait something is going on…'_

Everyone looked at the soldiers curiously as a man that may have been their leader pull them back. "Well now this is a surprise, I didn't expect any visitors to my facility but I do have a welcome for you all. I'd like you all to meet The Sentinel."

With that very large thuds that sounded like giant foot steps were heard as from a darkened giant door way a massive robot started to walk itself out of the doorway. Everyone had never seen anything like it, it was something out of a sci-fi movie and you'd never think it could actually be working in real life outside of the movies. But there it was and it was making its way towards them.

"Oh man zhis is not good," Kurt said looking at the massive robot their other enemies forgotten for a time given they have literally a bigger problem on their hands.

"Great here we are battling a giant robot," Peter shook his head his life was never normal, "And us without Godzilla for backup."

"Godzilla, hell I'd settle for King Kong at this point," Evan said over his shoulder.

Scott really didn't like this but now he was faced with a few problems, "Kurt! Take Kitty with you and get to Logan the two of you can get to him the fastest and then get him out. The rest of us will have to deal with that thing."

He also knew that Kitty and Kurt may not be able to do much well Kitty could phase through part of it but he needed her to get Logan out of any locked room or restraints. The two teens nodded and Kurt placed a hand on Kitty as they vanished.

"So," Jean said looking up at the massive machine, "Please tell me you have a plan for this."

"Sorry not this time, we never covered giant robots in the Danger Room. Remind me to revise that after this though," He said to her that is if they got out of this but he didn't want to voice that. "Okay people here it comes! Spread out, don't make yourself a target, cover each other's backs! We have no idea what this thing can do and try to find some kind of weakness in it."

The X-Men went into action as they carried out Scott's orders just as the walking behemoth came into range and fired several energy weapons at them. Although they were too busy to notice they were the only ones fighting. The Acolytes were sitting back this fight as if they were waiting for something, or to be more precise someone.

High above the area Magneto stood in a clock tower of a tall building that overlooked the area. He gave a small grunt at how predicable Xavier was as were the humans. They were so easily manipulated it had nearly been too easy. Of course when he had learned of this project he had been planning for months, a few things had changed here or there but in the end nothing could have prevented this day from happening.

He had made sure of it and now the final act was upon them. Soon the entire world will change and a new chapter will be written. He reached out with his powers he could feel the metal through it, he felt around for the parts that moved the trap door and found them. He closed his eye to concentrate to put this as his focus.

The machinery started to groan and then move as it looked as thought to anyone that could see it that it was moving on its own. Slowly the entire floor area started to rise up, the mutants had no idea what was going on now as they were being raised higher up.

The Sentinel had to recalibrate its gyros in order not to fall over completely. Trask however looked on in horror as they rose up. This wasn't good at all the Sentinel would be seen and he can't have that. They weren't ready they still had to mass produce after the prototype was finished. This could ruin everything since this wasn't sanctioned by anyone.

"Who the hell authorized that?" He yelled to his people frantically. "Get that powered down we can't let it reach the surface."

One of the troops was on a radio talking to the maintenance people, "Sure they say there is no reason why it's activating. All the systems are being overwritten and nothing they are trying will stop it. They can't understand what's causing it."

Trask didn't know what to do this was something he never planned for anything like this. And he was helpless to do anything about this and worse yet he knew it as well. He was thinking on maybe they could override the programming maybe that would do something but it was then he realized that the range for the wireless communication was short range only.

They never designed it for outside of the base and it wouldn't stop until its programming was ended. "Sir what are your orders?"

He thought about it, there was only one choice really. "Evacuate the base, take everything that we can we need to get out of here before SHIELD shows up. We have to get all the important data out of here, wipe the hard drives destroy any data we can't take with us."

Magneto watched at the platform raised up to the surface he could see the forms of the X-Men and his own people as they fought that machine. He raised up an arm and the metal spheres that were parked rose up and went to his people. They had done what they came here to do and it was best to get them out of harms way.

The Acolytes stepped up to the metal balls only Black Cat stopped and watched them fighting the robot actually she took special interests in a certain spider powered one. She just shook her head she didn't understand why he had to play the hero but it was his call. She tried her best but if he wanted to do things the hard way then so be it.

She finally stepped into the sphere as it closed up and flew up into the sky leaving the X-Men struggling with the Sentinel.

Cyclops was doing this best but the machine was pushing them back. He looked back to see them heading out to the open streets. This was bad normally they could hide their activities but how the hell were they going to hide this?

It was a fifty foot tall robot pretty soon someone would come to find out what all the noise was about. Three was no way he just knew it but he couldn't think about that now. Their lives were on the line, he fired his optic blast as it impacted the armor but it only made a tent.

Worse they were boxed in they couldn't move in this confined area, "Everyone move out into the street!"

"What? Scott are you serious?" Storm asked him thinking about exposure.

He gave her a resigned look, "We have no choice we're getting creamed in this narrow area we need more space…It's the only way."

Storm looked at how they weren't doing so well at this rate they wouldn't last long. She gave him a look and nodded her head. She didn't like it but it was the only way to survive this. She went to help pull the team backwards out into the street.

Up in the air a channel 7 news chopper was just doing the routine traffic report. The man named James always wanted to actually report real news. He didn't like doing the traffic stuff plus the helicopter made him queasy at times too. He sighed internally as he kept up the fake smiling and good morning attitude that he was expected to have.

He went on about how some street was backed up when he heard what sounded like an explosion. He whipped his head around and looked out the back. His eyes widened and it was like his prayers had been answered either that or the boredom had snapped his mind. "Guys get a shot of that!"

The helicopter turned around for the camera man could get a shot he heard the man mutter something and he didn't blame him this was a once in a life time shot, history in the making. After this he could write his own ticket. "Ladies and gentlemen what you are seeing is live and let me tell you it's REAL!"

The camera man zoomed in on the X-Men as they battled the Sentinel through the streets of the city. It would be an image that would go down in history and it was an image that would change the world as well.

**NEXT UP CHAPTER 30: OUT IN THE OPEN**


	30. Out in the Open

**THE RETURN OF SPIDER-X**

**CHAPTER 30: OUT IN THE OPEN**

There are certain days that stick out in the memory of people and for some that stick out for the entire world. This day was one of the latter as soon throughout the entire country and then later on those same images would be repeated throughout the world.

It was a day when everything changed, the kind of day that is a landmark of history that people will debate and argue about for centuries to come on the events that happened. But for now in the present the entire nation was shocked to see what was going on. As the day mutants were revealed to the world.

In Bayville many were just doing their own thing Amanda was in her living room looking for something to watch when the news bulletin came on. She gasped seeing the others on TV fighting some giant robot. Then she saw Kurt and she felt her heart climb into her throat watching him fight for his life with the others.

A hand covered her mouth watching this although the first thing her mind was thinking of was not their secret but that Kurt and the others would be okay. She wasn't sure she could handle watching him get hurt but she couldn't look away she had to know. She didn't even notice when her parents came in or what they were saying she was just watching her friends and her boyfriend fighting and she prayed for their safety.

Elsewhere Paul was making himself a snack with the TV on a sporting game when it changed. He saw the others and Scott out there, he knew the kind of things they did but seeing it was something else. He didn't even notice he was pouting his milk too much when it overflowed and he felt it reach his feet. Paul swore and put the milk jug aside watching Scott and the others. Scott had been a close friend of his for years and seeing him like this was hard on him.

Taryn was talking with one of the girls in her room but when the images showed and she saw Jean raise her hands as a beam of energy she stopped with her powers she dropped the phone forgetting the conversation.

Dr. Curt Connors was in the living room talking to his wife about maybe taking a trip together for the summer with their son. They were discussing possible family trips when their son came in running. "Mom! Dad!"

"What's going on dear?" His mother asked him wondering what got him worked up so much.

"They're on TV!"

"Whose on TV son?" Curt asked him wondering what all this was about.

"Everyone from Xavier's and they're in a fight too!"

He didn't have to say anymore both of them ran into another room where their son had been watching the TV on it they too saw the same images and his wife gasped at the sight. Curt was silent he couldn't think of anything that he could saw in this moment. He was watching his students from school fighting some monstrosity he honestly didn't know what to do.

His wife looked at him worried about what all this would mean, "Curt…this will change everyone won't it? They can't hide this can they?" Curt was silent and shook his head as he hung it, they had helped to save his life from his stupid mistake and now he couldn't help them. He felt powerless as he watched people he had come not only to be indebted to but came to care about. He held his wife's hand in his only hand as he watched.

Hobie Brown was in his addict working on his suit when he heard the commotion from his little brother. He quickly placed all his gear safely away and when to check on what was going on. When he saw the news he wasn't shocked by seeing people with powers. He had known about this, he had met Spider-Man and those two others that one time.

He was more shocked that he knew these people he went to school with them, talked to them, had lunch with them and he never once knew about any of this. 'What the hell…Is Bayville the center for super heroes in training or something?' He thought wondering how long they had these powers and where they got them.

Duncan Mathews was watching with a few of his friends and when he saw both Summers and Jean on there he was blown away. He knew Summers was a freak but never how much of one, he was really shocked to see Jean was one of those…Whatever they were. He felt disgusted that he actually dated her, touched her hell kissed her. Did she give him whatever she was? What the hell else wasn't she telling him and would he start to change because of the contact he had with her?

He felt a bit sick to his stomach and that cold anger with how she dumped him started to mold itself into a new hatred.

In the Brotherhood house everyone was watching the battle, they were various people making commentary like it was a sporting even, some were placing bets mostly on how much longer they would last or who would be taken out of the fight first. It was the best show they had seen in a long time having the 'x-geeks' getting their butts kicked.

Toad and Fred were making commentary like it was a wrestling event at the moment. "And now the big red machine is taking it to the x-geeks. Oh looks like Spyke nearly got nailed with that one."

"That's right," Toad agreed with Fred, "These guys are not doing well it's going to be a slaughter that's for sure."

Max was grinning watching this it was about time these guys had it coming and he noticed that Sandra herself was liking this as well and why not she had two of her siblings that she was fighting for the affection of her mother, plus she didn't like them anyway.

Delilah was a bit torn from watching this and getting some popcorn to wishing she was there, not to help them. She was just missing out on the biggest fight she'd ever seen. She looked over to Pietro but didn't see him in fact when Delilah looked behind her from her place in the doorway. She noticed that the front door was wide open.

She frowned since she couldn't remember that being open last time she saw it.

**-New York-**

The X-Men were currently fighting in the street well aware of people scattering as well as cops showing up although thankfully they were keeping their distance at the moment. Although how long that would last they didn't know but they were too busy to really care.

Jean used her mental powers to pick up a piece of debris and fling it at the robot although it just batted it away like it was nothing and then fired on her. Jean dodge but the blast carried her through the air and she landed a bit hard.

"Jean!" Scott called out and fired a few shots at it to get it's attention. "Someone check on her!"

"On it!" Rogue said as she ran to the fallen red head. She knelt down and with her gloved hands shook her. "Come on Jean this ain't the time for a nap."

Jean groaned feeling herself being shaken awake. Her side hurt a bit and she noticed a few scraps on the arm of her costume but thankfully no real damage. Jean felt herself being lifted and looked to see Rogue helping her up it was only now she could make out what she was saying. "I'm okay just…just a bit dazed."

"Good cause we are in it deep Jean." Rogue looked out to see Lance trying to make the feet of the robot unstable he shifted its weight a bit but didn't fall.

Lance wasn't doing as well as he hoped he was trying his best to keep his head in the game but he kept on worrying about Kitty. He was already having trouble concentrating with her missing and concentration was what he needed for his powers. 'Maybe this is why I'm not on the X-Men.' Lance looked to see Scott still issuing orders even though Jean was hurt and Rogue and Peter were doing their own thing without seemingly being worried about the other.

'They can handle a relationship with a team member and not be sidetracked by it,' He thought as a massive foot stomped a little too near him sending him to his back from the concussion of it. It also sent a street light was falling on top of him. He raised his arms in a instinctive defense although futile when there were several whistling sounds.

There were many large bone spikes burying itself into the ground that the light impaled itself into stopping it. Lance rolled out of the way before the bones broke under the stress.

Evan was there grinning, "Careful man you nearly got smashed, maybe you should take a little more training."

"Bite me," Lance muttered getting back into the fight.

Peter for himself was having a strange time, he knew he was in a fight but for some reason his spider-sense wasn't really going off at least not against the Sentinel and he seemed to be having an easier time then the others. He just couldn't figure out why.

He swung across the street and yelled at a few people to get out of the area why some people stood out in a dangerous place just to watch was beyond him. Then he noticed that the Sentinel was taking aim at Wanda she used her powers and the beams went wide thankfully hitting around her. But it kicked up so much dust and debris she was coughing and rubbing her eyes.

"Oh hell," Peter jumped in front of her as it was taking aim again. "Wanda look out its going to fire again!"

Wanda heard the voice and opened up one eye to see it taking aim. Peter had just reached her not sure if he could swing them again in time but then it just stopped for a moment. Both looked a bit confused as it seemed to be thinking about something. When a few of Evan's spikes hit it, the machine went after him instead.

"Okay…was it me or did that thing kind of freeze on us?"

"It's not you," Wanda said trying to get her eyes clear then noticed how Peter had been shielding her and she never had anyone really offer to protect her like that. "Un…thanks." She said silently giving a faint blush not used to this kind of thing.

"No problem what are friends for?" He asked her before swinging away. Peter was a little confused by how the robot acted and then he had a theory. He started to jump right in front of the others and it stopped its attack each time. After the third time he knew he was onto something as the team was rallied back together.

"Hey guys I think there is something screwy with that thing, it's not targeting me." Peter told them.

"What? We're getting our butts kicked and you get special treatment?" Evan said to him.

"Hey don't look at me it's my genes," Peter shot back, "I think that thing must have some type of scanner for mutants."

"And you don't have the x-gene," Rogue finished off since everyone knew Peter's powers were different from theirs.

"You think you can get close to blind it with your webbing?" Cyclops asked him.

"Only one way to find out fearless leader," Peter jumped up onto the leg part climbing it. He jumped over the knee and shot a web line out to the chest and with that pulled himself up onto the shoulder. He was thankfully for his power to stick to things cause he needed it.

"Man this thing bucks more then one of those mechanical bulls. Okay now my large and heavily armed friend time for your eye exam." Peter said shooting webbing over the eyes. It stumbled around and he looked to see Storm, Cyclops and Scarlet Witch were ready to attack all at once.

"Whoa well big guy this is where I get off and you get knock on your big twenty ton ass." Peter jumped off as an optic black, lighting strike and hex bolts slammed into it's chest sending it falling onto its back.

Everyone gathered together as Peter landed, "And he nails the dismount. You know I will never look at Jack and the been stock the same way twice."

Evan pumped a fist into the air, "Oh yeah we kicked its ass. We so owned that large piece of scrap metal."

There was a grinding sound as everyone saw the Sentinel starting to rise up again it ripped the webbing off its face with a fist and looked at the mutants.

_Threat level 1 mutants…New data…Unknown humanoid. _It scanned Peter more deeply its primary program was to attack mutants secondary was the safety of humans. It had ignored Peter but that attack on him shifted priorities. It was designed to attack anyone even humans that threatened it.

_Scanned as non-mutant…Intensify scan…Anomaly DNA detected…X-gene not found…unknown if target is human or mutant…accessing secondary protocols…Unknown is a threat…unknown's classification is now listed at Threat level 1._

It rose back up to other mutants as it now opened up several ports and compartments. It slightly transformed as more weapons showed up and the arms extended. Now it was even more fearsome looking.

Peter turned to Evan, "You just had to say that, now it's mad."

"Look out!" Beast shouted out as everyone scattered as more energy beams shot at them. Now not only were they back to square one but the Sentinel was no longer pulling anymore punches.

Inside Trask's base Kurt was porting around with Kitty, thankfully everyone was too busy running around to really pay any attention to them as they were trying to bug out. They entered into a hall filled with doors. "You zhink zhis is zhe place?" Kurt asked looking around.

Kitty shrugged, "Only one way to know." She said phasing her head into the rooms through the door. They looked like all metal prison cells with no windows and pretty much very limited. All the rooms seem to be empty although from the smell of them they had to have had people in here. There was some powerful smells in some and she didn't want to think what happened to the others.

Kurt moved with her looking around it looked like no one was in this area since any mutant prisoner they wouldn't care about and just leave them locked up behind. Eventually when Kitty phased in she gasped, there on the floor was Mr. Logan his uniform was all messed up but in the low lighting it looked like any wounds may have healed.

She quickly grabbed Kurt and before he could ask her what she phased him into the room with her. Kurt muttered something in German that she didn't get as he knelt down. "Oh man he's really must have been messed up."

"We so have to get him out of here Kurt," Kitty told him kneeling down next to him. Kurt nodded his head and figured the best place would be with the Professor he just hoped the Velocity was in the same area and it wasn't moved.

"Hold on," Kitty nodded and grabbed hold of him. There was that familiar shifting sensation and Kitty held her breath it helped as you didn't breathed in the sulfur and that could make you dizzy or a bit sick to the stomach. She looked to see the Velocity not too far away as the two teens tried to lift him into it but they had to settle for dragging.

"Ugh…man he is heavy," Kurt grunted and Kitty nodded all that metal really made Logan hard to carry.

While the battle raged on Magneto was overlooking how things were progressing already the news choppers were circling and the police were already on the scene he could see military were on the way as well. He grinned for a bit as he was holding back the Sentinel's full power altering its aim just a hair.

He didn't want them dead just wanted to put on a show for everyone.

Down there on the street Wanda was knocked onto her back and groaned, she was looking up into the sky when she noticed something on one of the buildings. Wanda turned onto her stomach and looked more closely and she knew who it had to be. It was a person up there and from what she could make out was looking over them all.

"Father," Wanda said through gritted teeth. She got up and was moving towards him when she stopped and looked back at the others. She looked at him again and now she had made a promise to be there for the team but she had her need for vengeance.

She ran over to Cyclops as he was trying to get everyone for a push against the Sentinel. "Scott! Magneto is here."

That got his attention, "What? Where?"

Wanda pointed up to a building and Scott could see him up there. He was wondering what that man was up to and he also knew that if he was there then nothing good would come from this. "Scott let me go after him."

There was a large explosion as he dived to cover her from it. They both looked to see the Sentinel coming after them. "I'm sorry Wanda but not this time. I know you want to face him hell I don't blame you but we need you more."

He looked at her as they got up, "The team needs you Wanda…"

She looked to where her father was and her fists were clenched, she hated him more then anything. But looking at those that had become her friends who had taken her in and trusted her she couldn't just leave them. She glared over her shoulder, 'Another time father and next time nothing will keep me from you.'

**-Oscorp-**

Norman had been watching the events unfold and now he knew he had to act. That fool Trask had sent out that thing too soon and by the looks of it the mutants were winning. If they beat that then they would go back to that mansion of theirs pretty soon.

If he wanted any genetic material for his bio weapons department he'd have to hurry because there was no telling what would happen now. Soon a lot of other people would be after then, Government types for one, maybe others that had ideas similar to his own, or others like Trask.

He was in his office when the news hit, he was informed from his secretary who was most likely informed by a co-worker who was watching the news on their break or something. It didn't matter he already was dialing up the number to his research station where the Spider Slayers were kept.

He had a TV that was hidden behind a painting that would rise up with a remote of his. On the screen he was watching Trask's 'answer' to mutants not doing as well as advertised. The phone line was ringing and that fool better pick up.

There was a click as the line picked up, "Hey there, Assassination R' Us. Deadpool here and not only am I a member I'm the president."

Norman sighed and rubbed his forehead. "Deadpool…" He growled out.

"Oh hey there Normy. You checking out the smackdown going down in down town China town?"

"I see you're watching that as well, I want you to get the Spider Slayers and head over to the target. We're speeding up production."

"Oh yeah I was hoping for that time for what I love almost as much as money. Chaos, mayhem, destruction and a whole lot of explosions there are going to be bullets flying and windows crying!"

"Deadpool! I want them alive!" Norman snapped at the mercenary.

There was a sigh on the other end, "You really know how to take the fun out of this ya know that?" There was a click as he hung up and Norman slammed down the phone feeling another headache coming on. When he opened his eyes he noticed that when he slammed the phone the phone itself was damaged.

The receiver was broken in half and the rest of it looked like a hammer hit it. Normal looked at his hand there was nothing wrong with it as he just flexed it. Norman was baffled by this wondering what was going on.

**NEXT UP CHAPTER 31: THE BIGGER THEY ARE…**


	31. The Bigger They Are

**THE RETURN OF SPIDER-X**

**CHAPTER 31: THE BIGGER THEY ARE…**

Kitty and Kurt had just finished placing Logan down on the deck with Xavier looking him over. They were holding their breaths but Xavier seemed calm, "He'll be alright in fact he'll wake up soon but the others need your help."

"You don't have to like tell us twice," Kitty said with a nod and looked to Kurt. He touched her arm and they disappeared in blue smoke. They reappeared right in the middle of the battle as the others were doing their best.

The two new mutants joined into the fray seeing everyone battling. The Sentinel saw Kitty and went after her trying to grab her Kitty saw this and phased, the robot pulled its arm back as soon as it could as the entire hand part had shorted out.

_System error…circuitry impaired…cause…molecular displacement…Mutant Number 023 cause…recommended tactic change from physical to long range attack…Initiate._

The Sentinel fired a beam but missed as Kitty moved into the ground Lance didn't like that at all and used a massive earthquake to unsettle the massive thing.

The Sentinel started to fire out a new weapon some type of green stuff Beast was caught in one of them he tried to fight but it seemed to just get harder and harder. In fact it got to the point where he couldn't move.

Peter was dodging the new attack but saw Rogue get hit in the leg with one of the green blobs she fell down and tried to beat it off but was hit once more in the chest being totally encased in it. Peter yelled out to her trying to get to her but it wasn't easy getting to her. "Hey back off you Decepticon reject, no one slimes my girlfriend!"

Scott saw this and ran over to Kitty, "Shadowcat I need you to start phasing them out of there. Everyone else try attacking the joints and those canons" He called out to the rest.

Even fired off several of this spikes many just impacted a couple jammed into two of the guns in the chest area and the backfired destroyed those canons but it had many more. Kurt saw an army helicopter up in the sky he judged the distance and teleported.

He found himself among several very shocked and surprised troops, "Hey zhere sorry about zhis but I need to borrow somezhing." He plucked a grenade off a trooper before he could object and teleported back onto the Sentinel. He pulled the pin hoping that he knew what he was doing and threw it into a canon and got the hell out of there.

The explosion caused a lot more internal damage ruining that canon as well as cutting power to several systems but it had up backups that were kicking in. Peter having seen Kitty get Rogue out of that green stuff tried to swing in close.

He fired his impact webbing into two more canons as the webbing expanded it would jam the entire canon making it useless. He tried to the eyes again but he found out that the thing could learn and turned its face away. "Great they had to make it smart, why can't they ever make a stupid robot?"

Scott saw they were starting to damage it but they needed something else. "Everyone go for the knee try and take it down!" He fired an optic blast at the joint of the left leg making the metal bend around it. Storm hit it with a few lightning blasts and the result twisted the metal around the knee making it limp slightly.

_Knee damaged…Compensate…External Damage at 29 percent, armor holding…Internal Damage at 45 __percent__…Weapons at 35 __percent__, operational…Alert…Unit is taking extensive internal damage…Multiple Systems Failures…secondary systems impaired…Command Code Alpha engaged…Take all Lethal Force to ensure Unit survival._

It was now totally off balance and Wanda hit it with a few more hex bolts. Bolts would loosen up, circuits would short out, and metal fatigue would suddenly appear. At first it was just superficial but eventually it would start to add up given all the other damage that it was taking.

Peter fired a web line at one of the arms sticking to the ground and pulling back with everything his muscles burned with the effort, Rogue gave him a hand it helped but even with the two of them they had their limits.

Jean reached out and sent as much power as she could spare into the knee trying to wreck it from the inside the metal warped and twisted and Scott saw this firing again bending it at an awkward angle. "Keep it up it's nearly down!"

Storm used a hail and snow onto the metal creature hoping that it would slow it down. He tried to swat at her with it massive arm but just missed her. Lance gave on last strong tremor under the foot that caused the knee to bend just enough to almost snap off. Wanda gathered up all her power and unleashed her hex powers. After all the damage when it tried to move its free arm to save itself from a fall the shoulder joint blew off from several overloads.

_Warning Unit has suffered major damage…Power systems losing integrity…Power failing…Unit…can…not…stand…falling…evasive…evasive…eva…_ The Sentinels power was depleted from too much damage and an overload to its main power core as it shut down to prevent and explosion of the core.

There were a few internal explosions from systems that didn't shut down in time and the arm was blown off falling to the street below shattering it as the massive colossus fell to its side slamming into a building the force causing even more damaged to it and to the building itself.

Wanda however was too close to where it fell as debris from the robot started to fall on top of her. Wanda froze her eyes wide she heard several people call out to her but it was too late to do anything. Everyone watch in horror as she was buried in massive amounts of fallen parts of buildings.

"Dig her out!" Cyclops ordered as everyone rushed over to the place and started to dig. "Kitty I want you to get in there and find her!"

"Scott…" Jean said in a worried tone she wasn't sensing any life under there.

"She's not dead!" He yelled back at her the Sentinel wasn't moving anymore so he stopped worrying about that. He wouldn't lose her he wouldn't lose a member of his team. He kept on digging through it as much as he could he wanted to just blast it but that might be fatal…If she wasn't dead already.

He pushed that thought aside as everyone started to dig but there was too much material to move. Kitty came back out looking at everyone with sad eyes shaking her head. "I…I can't find her…"

She wanted to break down and cry she never saw anyone die before and felt numb inside. Lance saw this and hugged her tightly she barely even registered it. Wanda wasn't her close friend but she still considered her a friend. And seeing her crushed like that was too hard.

Jean took Scott by the shoulder, "Scott! Scott please…She's gone…" She told him tears in her eyes. Scott wanted to refuse it he didn't want her to die but slowly he started to slow down. He hung his head he was the leader and because of him someone had died.

There was a loud sound with wind as everyone looked up to seeing the Velocity landing. They had to leave now they didn't have to time to gather up their fallen friend. Police, army and other people were now moving onto the scene and they couldn't stay.

Slowly everyone made their way to the Velocity as they all looked at the rumble that had taken one of their own.

Xavier himself didn't sense Wanda in the rumble and he felt such a weight of sorrow in his heart. He had tried for so long to give Wanda a chance at life and now that short life had been ending in a violent and tragic way.

Magneto himself was staring at the scene he hadn't seen Wanda there until it was too late he had tried to stop the rumble but there wasn't much metal for him to work with. He had watched his only daughter die. First his wife and now Wanda was taken from him, he slammed his fists into the railing he was by.

Magneto roared out in anger and pain he knew he wasn't the best father but that had still been his child. He had let her join Xavier because he knew she wouldn't come with him and he had hoped she would be safe there. He was wrong and now that fool Charles in his dreams of peaceful living ended her life.

A part of him excepted part of the blame he had led the X-Men here but if he had known about this he wouldn't have had her come. He'd have done something to save her from that fate, but there were others who were responsible as well. Mainly those that made that machine that killed his daughter, he glared at the broke machine and with gritted teeth stretched out a hand twisting the machine around making sure it would never be used again.

He had another reason to hate the humans now and first on his list was Trask.

**-Over Bayville-**

It had been nearly an hour in flight they had to shake loose their pursuit, Storm had to create a massive fog to get the distance needed to get out of the line of sight the stealth abilities kept the rest of them safe from radar.

But the mood however was far from good the world knew about them now and worse yet Wanda was killed. It had just happened so fast that no one could really process it until now. Kitty was already crying her eyes out into Lance's chest as he held her close tears in his own eyes.

Partly for pain and another in anger at what happened. He wanted someone to blame someone to strike he looked at Scott and wanted to lash out but seeing how he was taking it he figured Scott was taking this the worst of it.

Scott was their leader and he felt totally responsible he kept replaying that in his mind over and over again. Jean was worried sick as she was hugging him, Scott was totally withdrawn and all she felt was this overwhelming sense of shame, disappointment and failure. He was beating himself up inside and she could reach him.

All she could do was let her own tears fall holding him hoping he would snap out of it at some point.

Logan had finally woken up and when they told him what had gone down he looked like he would tare the place apart. But he just sat in the back letting his anger fester at all of this he didn't like this at all and even he wished he had been there helping out instead of being knocked out of the fight.

The kids needed him and he hadn't been there.

Rogue was holding onto Peter as he was to her both had a few tears but Peter knew how to deal with pain like this. Sure he felt it Wanda had been his friend and once more it seemed the universe took away someone else in his life. He was just numb with pain at the moment and holding Rogue was the only lifeline he had at the moment.

Rogue had her eyes closed not wanting to see any of this, she could hear Kitty crying and a few words that were spoken. The mood was just horrible and she had never seen someone die before it was horrible. She knew Peter had lost his parents and Uncle and he knew better then most of them what death was like.

She had read all about death, vampires, horror movies and stuff but the real thing was so much more different. There was this sense like she wasn't gone like if she opened her eyes Wanda would still be there. But she also knew Wanda's body was buried under tones of a building.

They only just landed on the lawn not caring about parking it there was no point as soon as some of them were identified it would only take time for them to come here. Now they had to decide on what to do when they came. Everyone was confused reeling from Wanda's death and with what to do next.

Everyone slowly made their way to the mansion from the back no knew what to saw. Ororo was with Xavier who wished he hadn't sent Wanda out there. "Charles…What are we going to do? We can't hide this under the rug."

He sighed he honestly didn't know what to do at the moment, "We have to tell everyone and prepare them."

"I don't think that will be a problem," She told him seeing everyone run out to them.

They had been watching it all on TV they had seen everything and they were all worried when they saw Wanda get buried. Everyone was rushing up to them wanting to know what happened, May had a hard time just sitting and watching it.

When that final thing happened she could see it on everyone's face on what happened.

"Profession what's going on?"

"Who made that thing?"

"Is Wanda really dead? We saw it on the news?"

"Yeah where is she?"

"Are there more of those things? Will we get attacked by them now?"

"What are we going to do everyone will know about mutants now."

"Are we going to have to move?"

While everyone was swapping them with all kinds of questions she could see that no one was really ready for this. "That is enough all of you!" She shouted out and everyone looked to her.

"Please children, now is not the time for this and let them speak." She took a breath and looked at Xavier and he was thankful things were hard enough without being badgered by hundreds of questions.

"Everyone…We will have to get ready for one of two events. Either people will come to answer questions they have or…" He didn't want to think if people like Trask showed up here. "And yes…We lost Wanda today…"

"I honestly have no idea what to do, but I want the blackbird ready just in case. Everyone I want you all to pack a bag in case we have to flee."

May looked at Xavier uncertain about this course of action, "Is that really an option? I mean couldn't we just be reasonable?"

"I don't think so," Logan stated gaining her attention. "Given what just went down people will be scared and when they come here there could be no telling what they'll do when they find this place. It's better to lay low for a bit and when things cool off then we can make our case."

"But where will we go?" May asked him not sure where they could go. Where could they take all the students that was safe and a place to keep them all in?

Xavier had been thinking that himself there were few options left to them. But there was one person he could take them to Muir Island facility. It was large and had the room they would need, plus Rahne's mother Moira ran the facility. He knew that she wouldn't like what happened but he figured it was the safest place for now.

"I believe I know of a place but we'll have to pack up and fast." He looked to everyone there. "I want you all to take some clothing ready and anything important I have no idea how much time we have. I want you all to pack things up in the Blackbird since it can take the weight."

The students didn't have to be told twice and already things were not going well. Tabitha seemed a little in shock at Wanda's death. They had come over here from the Brotherhood together and the thought of her gone was hard on her. Everyone could see it since she and Wanda had been close friends.

Everyone was pretty much silent as they moved back into the mansion. Spyder took a look at Peter seeing that he had pulled off his mask and was looking down. She knew what it was like to deal with something like this it really sucked and she hated having another person taken from her.

She kind of liked Wanda she had been pretty cool person.

May saw Peter and walked over to him seeing Rogue there with him, the two women shared a small look. In that look she asked how they were holding up and the look in her eyes told May all that she needed. May wrapped an arm around his shoulder as he leaned into it slightly while a hand was around Rogue's waist.

He really felt crumby at the moment and he couldn't even bring himself to think about packing. It had all gone so horribly wrong today and he had to wonder if they had hit rock bottom.

While everyone went to pack in a hurry not too far away three shapes were coming in as well. They had their own ECM jammers and stealth systems and were too far away to be heard or really seen yet but they were coming.

After fifteen more minutes the shapes started to take form in the distance. In the skies the merc with a mouth also referred to as Deadpool was sitting on top of one of the robotic Spider Slayers. He could see the mansion in the distance and it sure looked like a nice place too bad he had to blast the place. But that was the what people usually paid him for after all.

He was told to capture as many of them as possible and then bring them back. He was also working on a time limit given that he bet pretty soon every cop, soldier and reporter in the dry state area will be swooping on down.

"Yeeehaw!" He said on top of the black widow robot actually waving around a cow boy hat he liked to keep around. "This is better then that guy from the movie riding the nuke! How you doing down there Mary?" He patted the robot.

He called it Mary cause it reminded him of an ex-girlfriend that was complexly psycho and would kill you as soon as kiss you. He figured it was appropriate. He named the purple tarantula Kenny and the large green scorpion one Scorpitron; The Destroyer. He felt if gave them more personality to give them names or at least names that he would like to call them.

"Okay there partners let's go round us up some claim jumping polecats, Yippee-kay-yay! He shouted out as they landed to the side of he mansion.

He stood up and pointed at the mansion, "I claim this land in the name of King and country. So let's blast the hell out of the place."

The Spider Slayers moved forward as weapon pods opened up. They fired at the walls of the mansion blowing in several holes into the second and first floors of the mansion. Deadpool thought this was going to be fun that is until an alarm was heard.

He looked around wondering what would happen when turrets popped up out of the ground and started firing. "Ah hell no one told me about this, oh well just more to trash then. Take them out boys!" He ordered the machines and he took a couple of automatic weapons to take on a few himself.

This was definitely going to be a fun job.

**NEXT UP CHAPTER 32: FROM BAD TO WORSE**


	32. From Bad to Worse

**THE RETURN OF SPIDER-X**

**CHAPTER 32: FROM BAD TO WORSE**

Peter was in his room trying to function like everyone else. In the last few hours they were all exposed sure he had a mask on but it wouldn't take a genius to know that if he lived here then he was one of them. And the fact that he fired out webbing and had a large spider on his chest and back that the X-Men named Spider-X was in fact Spider-Man.

Then what happened to Wanda…He just kept seeing that happen over and over again. He was too far away to do anything and he felt he should have been able to do something. It was like the universe was twisted in a way. He didn't do anything and let some lousy crook get away and he later killed Uncle Ben.

He tried to reach Wanda and save her and still someone died. It was like no matter what the odds were stacked against him. And so here he was packing a suitcase to leave for some location only Xavier knew about until the heat was off.

He was tired, aching and emotionally exhausted from it all. He wanted to sleep but wasn't sure he could either. Just as he was finishing the mansion shook after a high pitched sound was heard and his spider-sense going off.

Then there were other sounds, machine gun fire and what sounded like those things they used for training outdoors.

Peter ran outside his room pulling back on his mask as he saw others as well. He nearly ran into Spyder, "What's going on? Is the army attacking us?"

"I don't know stay back and keep safe," He told her running to the stairs.

"Hump…As if," She muttered and went after him. Spyder ran down just in time for some type of giant purple spider robot smashed through the front door. She cried out jumping out of the way from it firing some type of webbing at her. It looked kind of like her own only it was dull black.

She was not sticking to one of the walls seeing Peter jumping onto its back. "I thought I told you to get away?"

"You tell me a lot of things, how many times do I usually listen to them?" She asked him firing a few strands of her electrical webbing through her finger tips. The webbing hit the machine but it wasn't phased.

It had to be insulated which mean that wasn't good at all because now her webbing was useless and that's all she had. Peter was on trop trying to pound it all he could do was make a dent and hurt his fist. "Man what I wouldn't give for a giant can opener right about now."

He jumped off as it crashed through one of the walls as both him and Spyder avoided part of the ceiling falling down as it did that. "Oh man this is so going to cost Xavier in repair bills." Peter groaned.

"Hey no one trashes my home!" Came an angry voice and he looked to see Tabitha there pissed as hell. She was already still reeling from the news about Wanda. She was hurting and in pain and she really wanted to lash out at something. And the robot trashing the best place that she had ever had and had been her first real home was the last straw with her.

She threw several large bombs at the robot shredding off armor as he moved back from the explosive force. But it wasn't ready to give up yet it fired back several energy weapons only these were set to a lower setting.

They would hurt like hell but they were designed to knock out a target unlike the full powered one that would blast through a wall. It was programmed to capture not kill if it wasn't necessary. Tabitha jumped to the side but caught a blast in her leg making her cry out in pain. There was just a slight singe on her jeans but her entire leg felt numb and not in a fun or good way.

"Guys hold on," Roberto was heard saying in his transformed state flying and picking up Tabitha. At the same time Sam cam in flying as well slamming into the robot as both he and the machine were sent out another wall.

"What the hell is going on?" Iceman asked making an ice slide coming into the room. "Are these something related to you?" He asked Peter.

He just shrugged at him, "Hell I never saw it but this is a little ridiculous first a giant robotic man and now its robot pets. I swear was there some mad scientist having a sale on giant killer robots that we weren't told of?"

"Don't know but these things are trashing our home and I'm going to but them on ice," Iceman grinned and slid out through the new large hole in the wall before he could say anything.

Peter looked back to Spyder, "Spyder I want you to get Aunt May and anyone else that could be hurt or worse to the X-Jet and no arguments I'm trusting you to do this for me okay?"

She stared back at him she wanted to help with the fighting but then again making sure no one else got hurt plus May was like family to her. She didn't like missing out on a fight but she nodded her head as Peter went out to join the battle outside.

Spyder knelt by Tabitha as Roberto put her down, "How are you doing you think you can walk to the hanger?"

Tabitha winced trying to get her let to work. "Damn thing is freaking numb as hell I can't move the damn thing." She grunted as she tried to move the leg it was hard like trying to move a limb that was asleep. She could move it a bit and it seemed to be getting a bit better.

"We got to get you to the hanger then." The young grey teen said trying to pick her up but Tabitha moved away.

"Hell no this day has been crappy since I got up and after everything we've gone through more robots come to trash out home. No freaking way am I staying out of this." She forced herself up moving on one leg.

"Oh come on Tabitha you can't expect to fight with that leg." Roberto told her taking hold of her shoulder but she shrugged it off giving him a glare there was no hint of that usual glint of mischief in it. Now there was just a lot of anger in her eyes as she wanted to lash out.

"Look either you two can let me go or you can get out of my way. Because I promise you both I won't go easy." She threatened them as she tried to walk on. She was starting to get the feeling back in her leg and she just hoped that it would get back to normal soon.

The other two didn't really want to stop her when she was pissed besides they had other things to deal with at the moment as well.

**-Outside: a few minutes ago-**

The entire outside of the mansion's grounds was now a littered battlefield. The defenses of the mansion was littered with the wrecked remains of the mansions defenses. Deadpool had sent the Black Widow into the mansion with the Tarantula for back up as he and the Scorpion model were finishing up outside.

So far he was having some fun and by the looks of it the kiddies were coming out to play as well.

Scott came out with Jean, Rogue, Beast, Logan and Lance while the others were getting things ready and trying to pack things up. Also Amara and Ray were out there as well as they had been closet to the doors when this happened.

Scott fired his optic beams at them sending the giant green scorpion back a few paces. He wasn't

"I don't know who these things belong to but they don't look like anything similar to what we just fought off," Jean said making a TK barrier to block several weapon attacks. Although she wasn't sure how long she could keep it up she was tired like the others were from what they had to go through last time.

They were physically and emotionally exhausted after their flight home and the last thing they needed what this. Not to mention all the small injuries they all had she herself had a few bruises on several parts of her body and she was getting a headache from over taxing her powers.

Ray stepped up and fired a few electrical bolts as did Ororo, Ray's powers weren't that much effective then Spyder's and even through Ororo's lightning was more powerful the armor made most of the electrical power useless and anything else inside was shielded enough to take what was left.

Amara made a few fire balls and the armor heated up but other then that it didn't do much. It was thick and tough whatever it was.

The Scorpion swung its large tail over and tried to swat at her, she ducked just in time to avoid it and Beast tried to grab the tail but it was a lot stronger then he was and Hank was flung away. Scott tried a few more blast but only dents in the armor formed.

"Damn it this stuff is tough," He shouted out jumping out of the way of one of the giant claws.

"Oh you got that right One-Eye they went all out on this one." Scott looked up to see a heavily armed red and black glad figure. "Hey there sport the name is Deadpool and I'll be your kidnapper today. So I could ask you to surrender a few since I can't take you all…But that's just no fun."

He grinned under his mask cracking his knuckles, "So let's just get down to the typical fighting where there is a lot of pain and violence? Because besides doing this for money that's another reason I love my work."

Scott just managed to roll out of the way from him sending a punch to where his head was. "Why are you doing this? What have we ever did to you?" Scott demanded getting ready for a fight.

"Did you not hear me? Man you must be deaf along with the eye problem you got there sport," The merc shrugged at him, "I do it for the money why does everyone think it's personal? I mean come on I get paid the big bucks for violence I got the perfect job."

It was at that point that Sam came out of the mansion with one of the spider robots smashing near them with Peter hot on their tails. Now it was pretty much a large brawl with two killer robots and a lunatic mercenary on the loose. From all of this noise there was no way it would go unnoticed and Deadpool knew that.

He had to think fast and capture at least a few of them before others showed up and things got complicated.

Inside the mansion May was trying to help load up the massive black jet. She was working with Logan when everything suddenly went wrong as an alarm was heard in the hanger. Both of them hurried up to the upper levels.

Each time they passed a student they would tell them to get to the hanger and get things ready. So far they had Jamie, Evan, and Jubilee accounted for and they would be waiting for them. May was more nervous then ever she had seen that everyone had trained for stuff like this but she wasn't.

She didn't have anyway to defend herself and she felt totally exposed and out of her element but she tried her best not to show it. They eventually came across Xavier with Spyder, and the others. "Charles is everything okay?"

"I don't think so we need to start to evacuate as soon as we can. Logan is the X-Jet ready?" Xavier asked him.

"Yeah no problem it's ready to go."

Xavier nodded and was about to say something else when a wall caved in, everyone scrambled out of the of a giant robotic black widow spider showed up. It scanned them all seeing that there was one human among them.

It saw Xavier and shot out a gas out of the mouth part of the spider it was in an enclosed area and the gas was a green knockout gas. Everyone was coughing trying to fight the effects Logan only felt a bit dizzy as he unleashed his claws and struck at one of the legs.

He nearly clawed his way totally through it too but the gas was hindering his vision while it had thermal gear to see him. It moved that leg out of the way sending another to his chest and pinned him to the ground. He grunted feeling the weight of it on his ribs but they wouldn't give under the pressure.

He still clawed madly at ripping through armor and it had to pull away or lost part of its leg completely. Logan tried to get up but he was still a bit sluggish and it was hard to focus a bit and that was all it needed as it fired a beam of energy that knocked him into a wall hard.

As he slumped down trying to fight the blackness that was threatening to overtake him the spider slayer looked around and chose a target. It fired a type of synthetic webbing at Xavier hauling him out of his chair as its price leaving the others behind to rejoin the others.

Back outside the battle was going touch the New Mutants that joined up were fresh but the X-Men were tired from the last battle and not all of them there. Even when Kurt and Kitty showed up they were having a difficult time and Deadpool showed no signs of being tired it was like fighting an insane Logan.

He was quick and deadly and held nothing back it seemed plus he never seemed to shut up either.

Peter was already in a fight with the guy as well. "Can I ask you something what's with all the weapons? You only got two arms you know." He asked as he flipped over the Merc.

"Hey I like to keep my options open, it's more fun that way and I think it's time for a change anyway." Deadpool shot back and literally as he kept trying to fire at him. He had switched to rubber bullets as they weren't lethal they hurt like hell when they hit after all so they weren't all bad.

They were only harder to aim since bullets were more accurate but this kid in black and white was fast and very agile. "You know I got to ask one back, you that red and blue spider guy I heard about? Or is he a relative or something?"

"Uh…No idea." Peter said and mentally smacked himself this could be a major problem for him in the future.

"Ah copyright infringement I get it, you should sue but then again to do that you have to be conscious," He threw out a stung grenade but Peter jumped out of the way when it blew. "Damn you're really costing me those things aren't cheap you know."

The others were already having their hands full with the two robots the scorpion flew up into the air tackling Ororo sending her falling but thanks to Jean she was caught with her powers before she hit the ground.

Amara had been hit in the chest with one of the energy beams she had screamed out before hitting the floor, Sam went to check on her and she was still breathing but she was out cold. Scott ordered him to get her out of there while the others fought on.

He was dealing with the tarantula with a few of the others and he kept on hammering it with his optic blast but it took a lot to get past the armor into the insides. The robot then decided the Scott was too big of a risk to itself and attempted to slam its total weight onto him.

Scott was in a kneeling position and couldn't get out of the way but just s the shadow of the metal spider when a blue haze engulfed it and sent it crashing away. Scott looked to where it came from and froze. For a moment he thought he was seeing things but after blinking he wasn't.

"Wanda!" He shouted out and there she was looking around. "How…I though you were killed."

"I nearly was but now's not the time but later I'll tell you what happened." She said and for a moment she looked over her should to the woods as if looking for something or someone. Scott looked but didn't see anything although he thought he caught some motion but whatever it was it was gone.

"What the hell is going on anyway?" Wanda asked him he wished he knew.

"First let's trash these things and then we can answer each other's questions." He fired at the robot as it had landed on its back so his blast hit it in the underbelly. Wanda went in a few hexes keeping it in place. Kitty saw her chance and phased through it, she had tried before but had trouble getting close now that she could she jumped right through it.

Her powers caused it to start shorting out and with more attacks from the mutants finally put a hole in the machine Wanda focused her powers on the hold causing all types of chaos inside and then one last bolt from Ororo caused it to explode on the inside.

The explosion caught everyone's attention, "You killed Kenny! You bastards!" Deadpool yelled out, "Okay now I'm pissed."

Deadpool was no longer holding back and having fun as he was moving faster now and it was at that moment the Black Widow returned through the mansion wall firing lasers all over the place.

It was scattering the mutants, Tabitha had tried get out of the way but ended up getting shot again. She had seen Wanda and was trying to make her way there when a bolt of energy hit her back causing her to black out.

As the mutants scattered the scorpion fired as well Jean was taking several hits but her shield was weakening she tried as hard as she could to keep it up as sweat was forming all over from the strain her limbs shaking. She fell to her knees as the scorpion kept on firing until several shots made it through. One hitting her dead center and she was knocked onto her back slipping into unconsciousness.

Rogue saw this and tried to get close she jumped over an energy bolt but one of the massive claws struck her in mid air flinging her aside as she hit the ground hard dazing her.

Deadpool was now getting in close to the spider-hero he was fighting the kid was good but he was tiring fast and was getting slower. He tried to fire webbing to defend himself but Deadpool just used a sword he carried to cut through it.

Peter was about to fired some stingers when he saw Rogue go down near him. He called out but that was his mistake to get distracted as he caught a few rubber bullets into his gut. It hurt like hell and sent the air out of his lungs as well. He looked up to see Deadpool standing over him.

"Lights out slim jim," He slammed the but of the sword against the back of his head knocking him out. He looked around and saw that the X-Men were regrouping. "Well I think we got enough. Smoke Screen!"

The robots obeyed the command as canisters were let loose covering the area in thick smoke. The robots with their different modes of vision started to pick up anyone they could while the others were too blinded to see anything. The scorpion with its claws picked up Jean and Tabitha as it took off.

Deadpool picked up Peter over his shoulder as his mask came equipped to deal with this kind of thing. He hopped back onto 'Mary' as it took off with Xavier webbed onto its body. Ororo called forth the winds dispersing the smoke as everyone looked up in time to see the robots and Deadpool making an escape.

"No!" Scott shouted out seeing Jean there. He couldn't believe just how bad things had gotten today. Sure they got Wanda back but now they lost Tabitha, Peter, Xavier and Jean.

Sirens were now heard in the distance as well as aircraft coming close to them. Scott wanted to go after their lost friends and to especially get Xavier and Jean back. This day was the hardest day of his life but as he looked at the others and he knew they wouldn't last against another encounter.

His fists were clenched to tightly if it wasn't for the gloves his nails would have bit into his skin. He looked at the ruins of the spider that was left behind and looked to Beast. "Hank get as much as you can from that. I want to know who could have made this and where it's from!"

He had to get the others to safety first but he wouldn't give up on the others he would go after them. Scott made a vow that he wouldn't rest until they had their friends back and whoever did this got what was coming to them.

"Everyone…We're leaving." He said tot hem all. "Ororo get inside and see what's happened to everyone in there."

"We're going after them right?" Rogue asked him and she was surprised when he shook his head.

"We can't Rogue we're not in any shape to help them and we need to regroup and plan. We've been getting hammered because of not being prepared and I'm not going to lead us into a trap or who knows what else."

"We can't just leave them!" She shouted at him she had seen Peter being taken. She wanted to go after them all but he was the most special to her.

He looked at her sharply, "Of course not! But…Look at us Rogue can you honestly say we could help them and by the time we get up in the air we'll have to shake the military and they're already too close. By the time we do they'll be long gone…Rogue…" he sighed and touched her shoulder.

"They took Jean too…I know how you feel and I want them back. But I also have to think of everyone else too." He hated to admit it but as leader he had a major responsibility. He just hoped that Hank could find out from the wreckage where those robots were made and where they could find their friends.

He looked into the distance. 'We'll come for you…Please hang on…Jean…Please be safe…'

**NEXT UP CHAPTER 33: REGROUPING**


	33. Regrouping

**THE RETURN OF SPIDER-X**

**CHAPTER 33: REGROUPING**

It had been a crazy couple of hours as they had to once more shake the authorities as they would most likely going through the entire mansion and no doubt they would find the lower levels as well which would just leave to even more questions. Questions that they wouldn't be able to answer of course but they had more immediate concerns and that was first finding a place to set down and then to find out who sent Deadpool and those robots.

They finally found a place to set down in a forested area it would have to do for now as they found a cave to help to set up there. They also put on a camouflage net that were stored in each craft over both vehicles as it would help to hide them from the air.

By now people were set up either in the X-Jet or in the cave since there was limited room. Although it was getting late they had set up a campfire as they were sitting around it all of them tired and beaten and no one had a clue what to do.

Hank would start analyzing the wreckage that he managed to salvage before they had to leave for any clues. Everyone was glad to see Wanda back at least she was the one piece of great news they had all day. Although now they were missing several others so it was a bittersweet moment as they sat around.

May was there with an arm around Spyder although if it was to support her or for Spyder to support May no one was sure. Jamie was next to her holding her hand and she was holding it tightly as well.

Logan sighed looking at Wanda, "Well I might as well be the one to ask, how the hell did you survive and get back to the mansion?"

Wanda shrugged, "Yeah I guess it is my turn to tell you guys what happened."

_-Flashback-_

Wanda was staring up at the debris that was falling down on top of her it was like time was slowing down. Her mind was racing as many thoughts were going through her head and she knew she just knew that she was going to die.

She couldn't get her hands up in time to use her powers and even if she did there was just too much there coming down on top of her. It was strange that she knew that there was nothing to stop it she heard the others and just when it was about to hit she was jerked from her spot.

The wind was nearly knocked out of her as everything became a blur and for a moment Wanda wondered if she had died and was on her way to the afterlife. But then the blurring slowed and she started to make out shapes as the pressure from her speed started to decrease as well.

Wanda felt herself being carried as well and when they finally stopped her legs finally hit the ground knowing what had to have happened. She turned around quickly and stood face to face with someone she wasn't looking forward to seeing again. "Pietro! What the hell was that?"

He rolled his eyes and crossed his chest, "Is that the thanks I get for saving your life?"

She glared at him and she wanted to hate him although she was still pissed as hell at him though. She had festered those feelings for years and if he thought one little act would make it all okay well he was wrong. But she knew that if not for him she would most likely have been killed in that.

She took a calming breath as she tried to move past those emotions like Xavier had been trying to teach her. "Okay…Thank you for that, I do admit that you saved me. Now take me back."

She looked around and wasn't even sure where they hell they were. It wasn't even in the city because she could see it in the distance and the smell told her it was country land at the moment. At least that was what she got from the large open spaces with nothing and the smells in the air.

Pietro looked at her like she was nuts, "Wanda you were nearly killed! And for what huh? Those geeks nearly got you killed out there today and you want to go back to them?"

"Well at least they never lied to me Pietro," She said harshly to him and she noticed him flinch a bit.

"Okay I'm sorry about that but you would have gone ballistic if you knew the truth."

"It wasn't just that Pietro what about Max huh? Mystique sure as hell didn't know what was going on and no one else wasn't helping her out except me and Lance. God, it's no wonder I left at least at Xavier's crap like that doesn't go on."

"Look I know there were mistakes and Max is a major jerk you won't get me denying that and that was a crappy thing of him to do. But it wasn't all bad we had fun and we were together again."

"Yeah after you and father dumped me."

"Well what the hell was I supposed to do huh? I was just a kid you know there was nothing I could have done. Hell I kept having nightmares that I would be next although later on he just dumped me too." He sighed rubbing his head it wasn't like he wanted to leave her there. Hell he wanted her to stay but what could he do against his own father?

"Plus it wasn't like I knew where you were either, what was I supposed to do look up creepy nuthouses in the phone book? By the time I was old enough I didn't know where that place was I didn't even as a kid since it was storming out and how we always moved around."

"Tell me just what was I supposed to do?"

Wanda wanted to say something about that, that there had been something he could have done but with how he said it she couldn't think of something. She didn't want to admit it at least not now. Maybe she shouldn't have hated him all this time but at the moment she couldn't afford to think about this.

"Pietro…We can talk another time but I do appreciate you saving me I have to get back there."

"Why?"

"Because I chose to go on that mission with them, because father is there and I need to face him and because…They're my friends and they need me." She stood up to him staring him in the eye. He argued against it still and she refused to give in it wasn't until she threaten to hex him and walk all the way back when he finally decided to take her back.

So once again Wanda felt the rush of the wind as her brother carried her off to the battlefield. And for a moment she wasn't sure what to think of him, she didn't like the Brotherhood and what it stood for. Her father was wrong about a lot of things and even though she wasn't sure about Xavier's dream she felt that she was better off at the mansion.

At least there it felt more like a home and family which was why she had to get back, she was worried for the others but by the time they got back it was over. They stopped in an alley as Wanda looked at the wreckage of the Sentinel or what was left of it. She looked around seeing no sign of the others and was thankful there wasn't.

There were soldiers and police blocking off the area as they looked at the wreckage of the street and of the giant machine. Reporters were already around as well not to mention a very large group of people watching on as well.

"So now what?" Pietro said impatiently to her.

Wanda sighed hoping that they were heading back if not maybe the others knew where they were. "I need to get back to the mansion Pietro."

_-Present-_

"After a little more convincing he dropped me off in the wooded area just as you guys were being attacked by those spider things and that freak in the red and black too," Wanda was finishing up her story filling them all in.

"Well I never thought I'd say this but I'm glad Pietro was around," Lance said as he had an arm around Kitty. She had been awkwardly quiet lately and he was a bit worried about her since he had never known her to be so quiet.

Kitty was just too tired physically and emotionally tired at the moment. After everything she just didn't know what to think. There was so much that had happened and they had not only lost a few more members, but their home and her parents were most likely worried sick about her as well. Then how would they deal with all of this?

At the moment she just wanted to go to sleep although she was afraid to as well. It seemed everything that could go wrong had today and she was afraid if she did something else would happen.

Ororo looked around seeing the faces of everyone there it had been the longest day of most of their lives. They would have to figure out a way to contact the parents soon as well her sister would be going out of her mind with worry about her and Evan. Then there were all the others as well.

She looked to May and her heart went out to the older woman, the only family she had left was taken although she was taking it remarkably well but Ororo knew it was just a front and that inside May was only just barely holding it together.

"I think it's time we all got some sleep or tried to, it's been a very long and trying day and we have a lot to do." Ororo stated as she stood up. There were a few nods of agreement as many of them shuffled off to the back of the X-Jet that they had set up or the cave.

Rogue was looking up at the stars she wasn't sure if she could sleep even if she wanted to. All she did was keep seeing Peter being carried off like that over and over in her mind. Even with her new strength she couldn't save him. It was killing her inside that she couldn't have done something she wanted to scream her lungs out.

She was sitting on the ground holding her knees to her chest just resting. She looked at the glow of the fire just staring into it as she kept wondering at what she could have done differently. Rogue hadn't felt this lost since her powers showed up and now it was just all gone so wrong.

The damn thing was when she got like this it was usually Peter that would try and make her laugh or cheer her up. She looked to see Scott there and she knew how he felt, but she was in no shape to help him out she felt like hell herself. She just started at the fire feeling a stinging sensation in her eyes she brought a hand up to it and felt a tear.

She hated showing weakness like that but the fact was she was hurting and all she wanted was to just bury her face into Peter's chest, to have his hand stroking her hair and him trying to comfort her with some joke or something. Then she felt a blanket being draped over her shoulders and looked up to see Kurt there as he sat down.

"Thanks." She said softly.

"Any time sis," He said to her sitting down next to her.

She actually felt a bit better when he called her that if she ever needed a brother now was the time. She leaned a bit to him and Kurt wrapped an arm around her shoulder as she leaned her head against him. "Aren't ya going to get cold?"

"Don't need it got zhe fur remember?" He smiled a bit and even she managed a small smile. He held her close knowing how much she could use someone at the moment. He was worried about a lot of things like everyone but he was also worried about Amanda. She would know what happened today and would be worried sick.

He looked down at her as he held his sister for comfort it was odd normally she was so strong and now she wasn't. It was odd seeing her like this as well and he hoped they could get them all back soon.

A few others weren't so tired such as May who gently told Spyder to go and get some sleep and Jamie made sure that she would get it as he went with her. Jamie held her hand as they moved into the back of the X-Jet. There were a few already there in sleeping bags in the larger back area of the jet.

He saw Amara and Jubilee were already asleep along with Ray. There were a few more empty spaces as they made their way to the empty ones. Spyder already slipped into one and she just felt numb. She had lost her uncle her only family and now she lost the closest thing she had to a brother in the world.

She closed her eyes not wanting to cry but she felt them anyway she bit her lip and the next time she breathed in through her nose there was the sniffling sound as her shoulders shook a bit. She felt like she couldn't have done anything, that her powers were just useless. She was totally powerless to help because her powers had been useless in that fight.

Jamie was next to her and heard her he hated seeing her like this. He turned around and reached out touching her shoulder. "Ollie?" He called out softly to her. The next he knew she had turned around and buried her face into his body. He was surprised by this but wrapped an arm around her holding her close.

He had wanted to get closer to her but not like this but he would still help her out not matter what his feelings towards her she would always be his best friend. "It will be okay we'll find them all and get them back."

"Do…Do you think so?"

"Yeah I mean we have to and we won't give up." He told her gently as he held her through the night.

**-Oscorp Facility-**

Norman Osborn was walking the halls of the facility in New York area it was just outside of the city so it would take some time to get here at least not if he didn't take the company helicopter and he did since he couldn't wait for the results.

He had gotten a report from Deadpool and the loss of a Spider Slayer was a major setback and the fact it could be traced back to Oscorp wasn't good at all. He would have to hurry and cover his ass soon because as soon as someone found a few parts that were only made from Oscorp he'd have to make a fake paper trail that those parts were stolen or bought by another person.

Either way he would have to do that soon already the authorities had shut off the area. He remembered reading that front page spread of the Daily Bugle that simply read 'Monsters Among Us!' He had to admit that Jameson person knew how to sell papers.

The President already called for a curfew and people were already scared apparently the world was changing fast. Soon after people got over the shock they would see the benefit to mutants. Hell that little show of Trask's would help him out it was like free advertising.

If he could figure out how mutants worked and then implant powers into normal people it would make him billions. Hell there were governments that had been trying to make super soldiers like the legendary Captain America for years and he could have the key for that already.

There were many that would pay to have the ability to turn their troops into a super powered one man army.

When he entered a large room with several human sized tubes filled with a strange liquid. In them floated several forms those of Xavier, Jean Grey, Peter Parker and Tabitha Smith. All of them had been stripped of their clothing down to the underwear at the moment with a breathing apparatus over their faces and a few tubes in their arms.

The nutrient flow would help keep them alive and nourished while a sedative kept them unconscious. For the past two days Professor Miles Warren and Dr. Nathanial Essex had been working over the DNA that they had taken from the samples and the two men looked like they hadn't slept at all.

They were in a large area that held computer terminals with a board with bits of biological analysis written onto it in different hand writings. There was a room that was sealed off with see through walls where the DNA samples were most likely experimented and studied in a contained environment to prevent contamination to the samples.

Both men were already looking through the results of a machine that was printing out something important by the way they were looking it over. "Gentlemen I've come a long way so please tell me that you got something for me."

Miles Warren a brown haired man with a mustache and glasses was smiling at first he had been kind of put off by having these people in the tubes but the data he had seen was unlike anything he had ever thought about. He knew that Essex was the man taken in for this extra gene that was in short amazing.

His job was to replicate it given his profession in cloning even Dr. Essex seemed interesting in his line of work and the data they had gather together was revolutionary to say the least. "Mr. Osborn I'm telling you that this is some amazing stuff."

"Yes some very good samples," Essex said nodding looking at the people in the glass, "The brain scans of the two with mental powers is a very unique chance to see the relationship between genetic and physical makeup. But there is one very interesting factor about one of them."

"Oh? What exactly is that?" Norman asked him as they led him to Peter's tube. He looked at the boy hard to believe he had met him all those times and yet never knew this secret of his. He smiled at the thought of how he just fell into his lap.

"This specimen isn't like the others," Nathanial say the slightly surprised look on Osborn's face. "He doesn't carry the extra gene like the others in fact he's totally different from them. From what I managed to figure out he's undergone some type of genetic manipulation. His DNA has been altered with certain traits, I'm still trying to figure out from what but given his powers I'm comparing his DNA with that of spiders to see if there is any link."

That was a surprise to Norman he had figured him out to be a mutant but if he was something different that was a bonus. Given that his powers were artificial his DNA could prove to be the key to how to manipulate the DNA of others to give them powers as well. "Very good I want to see if you two can do."

"Yes Mr. Osborn and I'm already trying out phase one of the Genesis Project as well with luck and a little time I should be able to make the first subject soon. I'll just need to refine the process after that to see how the first one comes out."

"Really? I thought you were still years away from that." Norman asked.

Essex stepped up grinning, "I've been helping the good Professor out his new techniques are…Quite amazing and are very useful."

Norman wasn't sure about Essex the longer he had the man the more and more he got the feeling he had his own agenda. But he was still invaluable that is for sure so he would keep him around at least for now. "Well then keep up the good work. Make sure to send copies of your data to Site Omega and any extra genetic material as well."

**NEXT UP CHAPTER 34: THE SEARCH**

**Also as a side note remember people that you aren't allowed to repond to reviews in the stories. If you want me to answer you please post an e-mail address.  
**


	34. The Search

**THE RETURN OF SPIDER-X**

**CHAPTER 34: THE SEARCH**

Jamie woke up a little groggy he was wondering why his bed seemed a little harder and why there was this pressure on his chest. He raised a hand to rub his eyes and he noticed some grey hair near his chest. He looked down to see Spyder there and everything came back in. He had wished it had all been just some nightmare or something but it really happened.

The mansion was attacked, mutants were exposed, and they lost Peter, Tabitha, Jean and Xavier, now they were out in the middle of nowhere. He looked down to see her sleeping and then twisted his head around to see that the others were most likely up since they were alone.

Most likely breakfast was being made and he had to admit he was hungry. And Spyder would be as well he guessed. 'Well maybe I'll go and get something for us and I can wake her up then.' He thought as he very gently rolled out from under her. Although he had to admit she was really soft and it felt really nice but he shouldn't be enjoying it this much she was his best friend after all.

He gently placed her on the ground and she curled up a little muttering something. He smiled as he looked down at her. She looked really cute right there and he kind of wanted to just watch her for a moment. He reached out and moved some of her hair out of her face he had a thought and looked around wondering if he should do it.

Jamie wasn't sure what to do as he was debating it but then again it's not like he would ever have another chance at it. He quickly leaned down and planted a small kiss on her cheek as he got up and left before someone came in or she woke up. It was only too bad that he felt that only way he would be able to do that would be when she was asleep it was kind of depressing for him as he got to the open ramp.

What he didn't see was Spyder's eyes open a bit she had been awake only she just wanted to sleep in. She was too comfortable and she didn't want to leave it had been no nice and warm with Jamie. Once again he had been there for her and she was trying to get back to sleep when she felt him brush her hair aside and just when she was wondering what he was doing she felt the kiss.

Her heart actually picked up at that, and it took all that she had not to move or do anything. Now she was left wondering why he had done that she reached up with her hand touching the place where he kissed her. Was that just a friendly thing? She never had a male friend like Jamie before so she wasn't sure given she have lived inside because of her looks all her life.

Now she wasn't sure what to think was it just a friendly kiss or did Jamie…Like her. And more then a friend so now she was all confused about it. Should she confront him about it or just leave it as a possible one time thing. Spyder was just too confused and not just with what Jamie had done but with how she felt about it.

Normally if a boy tried that she would deck them but how did she feel that Jamie had done that? Oddly she wasn't really angry at him which was just a lot more confusion did that mean she liked him back? She just moaned and pulled the sleeping bag over her head it was too early to start thinking about this and she kind of wished Peter was here. Maybe she would talk with May later.

Outside there was a small fire going as they were trying to cook up a few rations they had taken with them that were usually put inside of the X-Jet. The only problem was the fact that they only had enough for maybe a week at best that and the taste wasn't as good as they would have liked.

Hank was busy as he was looking at the pieces they had. He had them scattered onto a large blanket as there were pieces all over the place. He was eating a plate or part of it at least he was too busy with his work. He was trying to locate things like serial numbers, or what kind of parts they had. He was praying open part of the head which he managed to salvage, at least enough that was left.

Part of the head had been damaged and he hoped to find the CPU and maybe some kind of control or data memory. He finally managed to pry it open and grimaced at the burnt sight that was inside of it. He pulled open his tool box cutting away wires and trying to pry out anything usable.

"Mr. McCoy?" He turned to see Kitty walking over to him she was in jeans and a large shirt by the look of it, it was most likely Lance's since she had lost one of her bags in the move at the moment and she most likely borrowed it. Her hair was also loose and not in it's usual ponytail.

"Kitty what can I do for you?"

She sat down nearly him, "I was just wondering if you like needed any help."

Beast thought about it and from the look on her face and her demeanor and guessed she needed something to keep her busy and to keep her mind on something other then what they were dealing with. It was what he needed that was for sure and the fact that it was something constructive at least.

He reached over to a lap top that had a small dish for wireless access to the net hooked up to it. "Then you can help me run down serial and part numbers. We can find out faster with the two of us who made this insidious device and where it came from and by then find out who our new nemesis is and where the vile villain is keeping our friends."

She gave him a small smile of thanks as she went to work totally focused on her work. She needed to feel like she was doing something to help them out they all could need something to focus on at a time like this. She was glad that she had a way with computers and that Hank had this with them so that she could at least use those skills.

**-Several Days Later-**

Everyone was getting a little frustrated with things there had been a few fights that had to be broken up now and then. They had used of a small stream to use as a water source for drinking after it was boiled thanks to Amara of course. They also used it to wash clothing as well and they had strict times in order to use it to wash up as well.

Everyone was trying to deal with the current situation as well Kitty and Hank were pretty much burying themselves in the work. Lance tried to get her to take a break now and then but she flat out refused it caused a few arguments but in the end he just ended up making sure they ate and left it at that.

He knew that they were doing important work but he also thought she was pushing herself too hard and he didn't like that at all.

They used the computer to send out e-mails to families or friends to let them know they were okay although Scott wanted to tell Jean's family what happened but he didn't know how to get in touch with them. He just hoped to get Jean back soon he knew they were worried sick given how much he was worrying as well.

Logan actually went out hunting and took down a deer he skinned it and got it ready so for a few days they had fresh meat. There were a lot that didn't like the idea of eating deer meat but it was either that or the food rations they had so they had a tough choice. In the end they found out that it wasn't so bad.

Spyder however was still confused about Jamie and for the past few days it was a bit awkward around him. She tried not to show it and he was still the same likable best friend she had but she wasn't sure how much she liked him. If it was just as a friend she could hurt him if he liked her more then she did.

But if she did like him more then just a friend could she try something? It wasn't like she had any experience in this but if she had misread that kiss then she could ruin everything. It was so aggravating that she was close to screaming and pulling out her hair. Why did he have to do something like that? Things had been so simple before.

So after thinking long and hard she just came up with one single thing. To just ignore it at least for now she would just try and have things like they used to be but she would look a bit more closely to see how he really felt.

May was keeping busy by keeping everyone else busy she would try and find things for others to do and even let them blow off steam in a few games. It helped to keep all their minds off of things that was for sure.

By the end of the day the adults and the X-Men were gathered in the back of the X-Jet as they were listening to what Kitty and Beast had found out. It had taken a lot of time and Kitty had to do a few things on the net that she knew wasn't exactly legal but given how things were going it was the least of their problems.

"Okay so what is it that you two found out?" Scott asked them he had looked better his appearance was a little haggard and the fact he hadn't been sleeping well didn't help.

Beast pulled up the laptop and several screens came on, "As we found out several of the parts seem to come from different sources by several different companies the odd thing is that most of these companies seem to have no tie to the other."

"That is when you take like a closer look," Kitty stepped in as this was what she had learned, "There is a major share holder in a few and some I think are totally bogus. Not only that but there weren't very many sales records for the parts. Plus something didn't seem right with the data I found I looked closer and I'm not entirely sure…but I think the data was changed. There are little inconsistencies in the data of the parts and for everything else."

"So you're saying that someone is covering their tracks?" Logan asked and he got a pair of nods from the two of them.

"Yes we believe so but we think we managed to figure out who is either behind this or is closely linked. The data I managed to pull from the memory was corrupted from the damage but the devices themselves had all the logos and certain parts filed off except for this." He picked up a piece of the 'brain' of the robot and turned it over.

"I nearly missed it but whoever built this must have missed this logo. I ran it through the net and found out that it was from Oscorp Industries."

Kitty nodded as he pulled up something, "Yeah and guess who is the guy that owes parts of those companies we said earlier? Norman Osborn the president of Oscorp."

That got some reaction from everyone that varied and even Rogue was a little surprised. "Hey wait a minute…Wasn't that the dad of Peter's friend Harry? Ah mean ah'm not sure but what if it was?"

"I think it was," Evan said thinking about it but he wasn't sure he didn't know much about Peter's friends. "But hey how many Osborns could there be? I mean he mention that Harry's dad was rich or anything? What are the odds of two rich guys named Osborn?"

"If there is a link then how can that help us?" Ororo asked them all, "Would he help us?"

"I think he would," May stated she had been shocked by the fact that Harry's dad was involved. She had never met Mr. Osborn but she had met Harry many times as he and Peter were close friends. "Harry is a nice boy I don't think he's like his father in fact Peter was the first real friend Harry has had. If he knew that Peter was in danger he'd try to help out."

"I know for a fact both him and Mary Jane would help out if they knew what was going on."

"But should we even try and make contact with him though," Scott said as everyone looked at him wondering why he would say that. "If he finds out we're talking to his son that could really complicate things. If we need to rescue them we need to find out where he's keeping them and we need surprise on our side for a chance."

Logan growled under his breath since Scott made a point they couldn't risk Harry either turning to his dad or his dad figuring out.

"What if someone else could talk to him that was trusted that wouldn't raise any suspicion?" May said to them all since she thought she knew just the person to call. After all she had been friends of the family for years and she knew that person well enough to know that she would help them out. "But how can we even get in contact with them?"

Logan thought about it, "We'll have to risk making a call somewhere. I think there is supposed to be a dinner out here somewhere where we can make a call. You sure about this?"

"I've never been so sure of anything more then this Logan."

**-New York-**

In her room a young red headed and very good looking girl Mary Jane Watson was once more looking at the small TV in her room as more reports were coming in on everything that was going on especially the Xavier School or what was left of it.

She remembered when she had seen that live footage of that. She had just been doing her homework when that battle against that giant robot happened. She had been stunned seeing all those people there and when she actually recognized them any doubt that it was all just some joke went out the window to her.

MJ just couldn't believe it at first seeing them there she had met them, talked with them when she went out to see Peter and how he talked about them. Hell his girlfriend was out there and then it hit her that if Peter lived there was he a mutant too?

Mary Jane had started looking at the faces trying to pick him out but there was only one person who she couldn't see his face and that was the one in the black mask. Mary Jane had thought about what if that was Peter under there and then she thought about how that person was very similar to Spider-Man.

Just how many secrets did Peter have from them all? It was kind of hurtful she had thought they were best friends and she finds out that he had been living this secret life the entire time. Then when it was all over the entire world just went nuts, curfews were made and everyone was freaking out.

She got together with Liz and Harry and they couldn't believe this either, Liz had always thought of Peter as just the nicest and most normal guy on the face of the planet. But after that and started talking they guessed that he wasn't as normal as he had appeared.

They didn't really talk about it with anyone else given how the kids at school had been talking about these mutants. The three of them agreed after seeing Flash and the others try and pound a freshman who was a bit pale thinking he might be a mutant they all agreed to not say anything about Peter.

But by now she was worried about him even if he couldn't talk about it why didn't he at last call to explain? That was something she had been expecting him to do but for the past few days nothing not even an e-mail and she was starting to worry.

"Mary Jane, phone call!" He mother shouted from downstairs.

She picked up the phone in her room, "Got it thanks mom!"

MJ put the phone to her head, "Hello?"

"Mary Jane?" Came a warm and familiar voice from the other line.

"May? Where are you? What's going on? Why hasn't Peter called and why didn't he tell me what was going on?" She said to her as her voice was a mixture or worry and a little anger in it.

May sighed a bit on the other end, "Mary Jane trust me if Peter could tell you himself then he would say he was sorry about not telling you. He wanted not to be seen of as anymore different then he was."

"Wait…What do you mean if he could? Is he alright?" Now Mary Jane was feeling a little more fear for Peter. Sure she was a bit pissed at this but she was now much more worried about him too much to be angry.

"When the others returned the mansion was attacked…Peter as well as a few of the others were kidnapped." May said and Mary Jane felt a sliver of ice grow in her chest at the older woman's tone. She swallowed hard feeling a little light headed and was glad she was sitting on her bed at the moment she was pretty sure she wouldn't be able to stand at the moment.

"Do you know by who? I mean why would they do that?" She just couldn't understand why someone would do that or build a giant killer robot for that matter.

"We have an idea but Mary Jane we'll need your help with this."

The red head blinked a few times not sure how she could help them out hell she was a simple high school student. "I'd like to trust me anything I can do to help I'll do it but what can I do?"

May paused for a bit not sure how to explain this to her, "We need you to get in touch with Harry and we need to talk to him."

"Harry? What's this got to do with him?"

"Mary Jane…We found evidence that…That his father was involved in that attack on us and he may be the one that has them…"

Mary Jane nearly dropped the phone at that point it seemed like everything was just spinning out of control. But she had to pull herself together now wasn't the time to freak out she would do that later. "Are…Are you sure about this?"

"Yes we're pretty sure…"

MJ closed her eyes and hung her head, 'Oh god Harry…How the hell do I tell him this? First his dad was in the hospital and now this…God this is going to be hard as well to tell him this.'

She opened her green eyes again and took a deep calming breath before she spoke again tinto the phone to May, "What exactly do you want me to do May?"

**NEXT UP CHAPTER 35: GETTING HELP**


	35. Getting Help

**THE RETURN OF SPIDER-X**

**CHAPTER 35: GETTING HELP**

**-Dinner outside of New York City-**

A bus stopped in the road as three teens got out one was Mary Jane as she had got in touch with Harry and told him everything. The last was of course Liz who had been with Harry and in no way was going to let him go off alone. So there they were just in the middle of no where near a highway diner. "This is the place?" Liz asked looking around the area.

MJ looked around and the name of the place and the name of the place was the one May told her about. "Yeah I think so."

Harry looked around not seeing anyone waiting outside for them, "So do we just go in an wait?"

The girls looked at each other and just shrugged as they went into the diner, the place didn't look so bad as they sat down at a table there weren't many other people there. A waitress came up to see if they wanted anything they weren't too hungry but they figured a light lunch or something would help to kill time.

It was kind of quiet at the table they pretty much had talked a lot about what they had learned and it had taken Mary Jane an hour to tell Harry everything that she had learned. He didn't want to believe that his father was behind something like this and he wanted to meet them face to face and see what they had to say about this. He knew his dad wasn't the greatest but building killer robots to kidnap people? That seemed to bit far fetched to him.

After about an hour they were getting tired of waiting around and every time the door opened up they looked expecting to see someone they may know like May to show up. By the time they paid for the food they were thinking that maybe they had the wrong place just as they were thinking of leaving the door opened with that little bell ringing.

Mary Jane sat with her back to the door and had to crank her head around to see who it was but when she saw May's appearance with a built man in jeans and dark shirt with a slightly unshaven face she tried to figure out who that was. She remembered Peter talking about a Mr. Logan and wondered if that was the guy he certain fit the description. Big, hairy and with a not so pleased look that somehow seemed to be permanent on his face.

They walked over and they were surprised to see an unfamiliar blonde girl there, "I'm glad you two came but who is this young lady?"

"I'm Liz, I'm going out with Harry and well I was there when MJ broke the news and stuff. I knew Peter from our school as well," She smiled a little nervous as the big man was making her a little on edge as he was looking at her.

"Sorry for the wait but Logan wanted to make sure it was safe," She crossed her arms and glared at the man's paranoid. He just gave a grunt and looked out the window given how things were he felt that it was worth it. "Anyways we're not too far away from here and I think the sooner we leave the better."

She looked at a news report on once more the mutants at the mansion and showed several images of a few of the students there. The teens had seen these and figured it was time to talk in a less public area as they followed the adults.

They wondered out back into the wooded area for about ten minutes until they came to an open area with a black helicopter. They used this place as a landing area since the camp was too far away to walk from there. Sitting there waiting for them was Kitty, Scott and Rogue as Hank was still back keeping an eye on the others with Ororo plus he felt that his appearance may startle the guests they would have.

So he sent Kitty in his place to explain everything they had found out. By the time they got there and sat down Harry was already asking why they thought his own father was behind this. He wanted to know first hand just how they came to that. Kitty showed him the piece that had the logo of his father's company on it and he paled a bit.

It was definitely something this father's company made he knew enough to know the real thing from a fake. He slowly sat down as Kitty gently started to walk him through everything that he had learned. Liz he was thankfully sitting next to him as he listened in on all of this. He had been so sure that his father wasn't involved and now…Now he wasn't sure of anything anymore.

While the others tried to think on what to do after they had finished filling in Harry, Mary Jane saw Rogue sitting off on her own on the ground just kind of lost in her own thoughts. MJ knew how bad she was feeling but seeing her she guessed the fact that Peter dated her she must be feeling even worse. So hadn't really gotten to know her that much when she had seen Peter that day so she figured to might as well try it now.

"Hey…You mind some company?" MJ asked as her, Rogue looked up and thought about it and shrugged. The red head nodded her thanks and sat down next to her. There was kind of an awkward silence between the two of them. "Do you think he's okay?"

Rogue knew who she was talking about, "Ah hope so..." She started to look at her bracelet well the new one at least. She managed to put it on in her room when she was packing up and thankfully it hadn't taken damage in the fight.

Mary Jane looked at it, "Wasn't that a different color last time?"

"It's a different one, tha first kind of broke so Peter made meh a new one."

She looked surprised at it, "He made it? Never thought Peter was into making jewelry."

That got a small smile from Rogue at that and shook her head, "Well he designed it but had a friend built the original." She looked at it again and felt the metal with her bare fingers and sighed, "Still means a lot tam eh, without this then…"

"Then what?" MJ asked her.

Rogue sighed as she started to explain how her powers worked and how at first she couldn't even touch Peter with her bare skin. Mary Jane was shocked at that and felt really sorry for Rogue but kept quiet as she talked on. When she got to the part on Peter making a bracelet that would actually gain her some control.

MJ smiled at that it was so much like Peter to help someone else like that and as she listened to her talk about Peter she heard all the emotion in her voice and at the moment she could tell how much. Sure MJ felt a little something for Peter maybe a crush maybe a bit more she wasn't sure but when Rogue talked she could hear the pain in him not being there.

She couldn't feel jealous at this moment and felt that talking about Peter was helping her out. "You really care don't you," It was a statement then more then a simple question.

Rogue was silent and nodded, "Yeah ah do but…Ah never got ta tell him…" She remembered how he had stayed with her while recovering how she had heard him say that he loved her and how deeply those simple little words meant to her. But she never got the chance to tell him how she felt. She was too scared to open up and now maybe it might be too late.

Mary Jane placed a hand on hers and the two girls looked at each other for a moment and in that moment they had an understanding no matter their feelings about Peter they both missed him and were scared for him and maybe together they could get through it.

"Hey…Did Peter tell you how we first met?" MJ asked her with a small smile since it was a funny story and Rogue shook her head. She grinned knowing that this would be something that Peter would kill her for telling Rogue but she could live with that.

**-Osborn Mansion-**

Harry couldn't believe he was doing this as he snuck around his own home, thankfully his dad was out and his room would be empty. He knew that his dad kept a personal computer there and if there was anything about the capture mutants it might be on there. That is if his dad had anything to do with it. Personally he wanted to prove his father wasn't that type of person and that it was someone else inside the company behind all of this.

He knew his dad wasn't the best but he did work hard and he couldn't believe that he would do something like he had. Not only that but his best friend Peter was taken as well, sure he and Peter needed to have a major talk eventually but still Peter had always been there for him and Harry was torn now.

On the one hand if they were right it would help save them but it would also mean his dad was a criminal. On the other if his dad was innocent then they may not be able to find Peter and the others.

He had waited to make sure his dad was gone until he walked quietly to his father's room he slowly opened the door and walked inside. It was like all the other rooms large and expensive looking. There was a bed in the back of the room across from the door nearby the door that lead out to a balcony. The large windows had the curtains pulled up as he made his way to the computer at his father's desk.

He sat down in the large padded chair and saw that it wasn't on, he turned on the computer waiting for it to boot up. He was nervous because if anyone saw him he would be in serious trouble. He tried to calm himself and to tell him that no one would come in, the maid wasn't working today and with his dad gone no one should be in here.

After what seemed like forever the computer came on but it was password protected. "Damn it…Come on Dad how many people would break into your computer at home?" He asked himself trying to think of what to type.

He tried his dad's birthday, then his then several versions of his name, of his mother's name, his grandparents and nothing worked. He had been at it for over an hour trying to get access into this. He wished he was better at this kind of thing but he couldn't just hack his way in he didn't know how to do that.

He got up walking around the room trying to figure it out what would his father use as a password? There had to be something as he looked around at the items that he kept around in the room. There were a few items that his father kept in great condition but he saw one of them on a stand in a glass case.

Harry remembered this book that his dad bought at an auction it was an early copy of The Prince by Niccolò di Bernado dei Machiavelli. His father always said that to be great in this world study those that were great in the past. He went back to the computer and typed in the name 'Machiavelli' and to his surprise it worked.

He spent the rest of that time looking through the files he wasn't even sure what he was looking for. He tried searching through them one at a time but there were too many so when he looked up 'mutants' he found several files.

He found images of the Sentinels that had been seen in that attack and then he read about a facility called Site Alpha. There were several updates and then just when he couldn't take it anymore he found one file called 'Parker, Peter'.

With a shaking hand he moved the mouse to it and saw images of him in a tank and a lot of stuff that was over his head but he had seen enough. "Oh god dad…what are you doing…" He felt like he had just been kicked in the gut. He hung his head gripping his head trying to figure out what to do.

His father kidnapped people and was holding them in some lab. He just didn't understand why he was doing this just what kind of man was his father? If he told them about this then they would save them but then his father would most likely go to jail. What was he to do?

How could he betray his father the only family he had left? But he couldn't let those others just left there. He copied down the address of the place trying to figure out what to do now, just what the hell was he going to do?

He quickly shut down everything putting it back to the way it was hoping that his father wouldn't notice. He looked at this watch and swore it had taken him hours more then he thought it would. He quickly went to the door and as he pulled it open came face to face with his father. There was a small moment when they just looked at each other, "Harry is there a reason you are in my room?"

Harry saw that the computer blinked off in the corner of his eye and tried to think of something he had the paper with the address on it in his hand behind him as she carefully put it in his back pocket.

"I wasn't sure if you were back yet and I was just checking if you were here or in another room." He said trying to sound like that's what he was doing and trying to not break out in sweat. Harry could literally hear his heart in his ears.

"Well I'm here so what is it you wanted son?" He eyed his boy.

"Well…I was just wondering with all this mutant talk…I kind of wondered what you thought about them."

He saw his father shift just slightly, "Doesn't matter to me what a person is, after all I'm a businessman and as long as their money is green they could be anyone son. I'm not prejudice against people especially those that could be valued customers." Harry nodded his head putting on a fake smile and went to the door. "Your friend Peter was in that place in Bayville wasn't he?"

Harry froze in the doorway his heart jumping again as he tried to calm himself, "Uh…Yeah he was I guess he was."

"Did you ever know about his more unique side son?"

"No I didn't, he never talked about it."

Norman nodded his head, "I guess you never truly know a person do you son?"

Harry thought about that for a moment looking at his father the man he thought he had known, "Yeah…You're right about that." He said to his father leaving the room. He pulled the paper from his back pocket and looked at the address as he made his way to the elevator. He got in it and lay against the back of it as he rode down.

It would take him some time to get to them with the address of the facility and maybe in that time he could think of what to tell the others in order to save not only them but maybe his dad as well.

**-High Security Prison: Location Classified-**

It was a high secured prison that only a few on the outside even knew the whereabouts of, featuring thick walls that were several feet thick and a blend of concrete and steel. Reinforced support structure, a legion of both prison guards and an elite unit in case the prisoners got too much for the regular guards.

It was in the middle of nowhere and had sensors in the ground around the complex, lookout towers, razor wire on the walls, and outer perimeter. There were regular patrols on the outside and the inside not to mention thousands of cameras, security locks and doors that would shut off certain areas totally in case a lockdown was needed.

This prison held the most violent and dangerous men and women that the US managed to arrest for different crimes usually many of them. It was a prison designed to not only keep people in but to keep them out and in the long history there had only ever been a few escapes but those criminals usually ended right back up there and no one had escaped twice.

That is until now.

Mystique had flown in as a Raven since who would think of a bird as a security risk? She had been here once before and knew the layout of the place. After she had checked in with the Brotherhood and had quickly left to take up on this mission, and even though Pietro seemed too happy considering his sister was dead she couldn't follow up on her suspicions just yet.

Magneto however wanted to make more humans pay and he was more determined now then ever. He knew that humans would soon declare their war on mutants given how things were going and he was going to help fan the fires. As soon as it was done she would take the Brotherhood to a new base to join the Acolytes and then the real fighting could begin.

She knew the plan but that didn't mean she liked it, after what happened the last time they used him she knew that he couldn't be controlled. But then again it was that quality Magneto seemed to want unleashed.

Mystique quickly turned into a rat to get through the air ducts moving through them quickly. She knew there were sensors and a few cameras but they would just see a rat and send something to deal with it. By the time they got to her location she would be gone and in a new shape.

She eventually found her way to a supply closet and in the dark shifted into a security guard. Opening the door the mutant terrorist made her way pretending like she belonged there. That was a skill she had learned in her years even if you took the form of another you had to sell it make it believable in actions to help with the illusion.

Pretty soon she came upon her first target a security office that would have the man that would be on duty that she would need to imitate to gain access. She opened the door and there sitting at his desk looking like he was checking the containment protocols. A wise thing given what would happen if he woke up.

"Hey there I'm here to relieve you," She told him only in a male voice given the male appearance she had.

The man turned around and then looked at his watch and frowned. "The hell is wrong with you I still got four hours left?"

She just shrugged, "Hey don't bite my head off I was told to come here complain to them not me." The truth was she was just trying to maneuver him and to get how much time she had for a shift change.

He went to the phone on the wall and was about to call up the main office when with blinding speed she leap forward and grabbing the back of his head slammed his skull into the hard wall. He fell back with a small cut on his forehead she bent down and checked. He was still alive but would most likely have a concussion didn't matter to her.

After a little clean up she put him into a small bathroom handcuffed and gagged. She took his pass and since he was still logged into the computer looked up any new security codes and procedures they might have added since last time she didn't to be where she was by being stupid. After that she shifted into his form and walked down the hallway.

The cameras were set up in a time loop so if anyone else was watching they'd just see an empty hall although the door would register when it opened that couldn't be helped. She passed through two heavy security doors before she got to the last one, her palm print would activate that one. The door turned as the room behind it was turning to open up the small hole to line up with the door.

She then stepped into the large mostly empty metal room shifting back into her true form and scowled at the only thing in there in the center of the room. Floating there in a sensory deprivation tank fill with enough sedatives to keep down a herd of elephants into a permanent coma was the man called Juggernaut.

"I can't believe I'm going to let you out again," She said to the floating and sleeping form there. "I let you out last time and you betrayed me and if it were up to me I'd let you rot in that…But you have your uses still."

She walked up close to him grinning knowing he couldn't hear her but it was still nice to gloat, "But know this Juggernaut when you are no longer useful I look forward to sticking you back into this tube and leaving you here for the rest of you life."

She looked at the single control panel there to control the equipment used to keep him in stasis and started to turn off all the sedatives. A warning alarm sounded as he was starting to move. She quickly kicked the panel making sure that it would be too damaged for anyone to stop it.

Mystique knew that he wouldn't be glad to see her so she ran her mission was done and now it was time to get the hell out of there. By then time she reached the once of the opened security doors she heard the smashing sound of glass and large thumping sounds. 'Well know looks like he's awake and frisky, good time for him to use that anger of his.'

**NEXT UP CHAPTER 36: THE RESCUE**

**For those that didn't get the reference Machiavelli is the origin for the word Machiavellian meaning to deceive and manipulate others for gain.**


	36. The Rescue

**Well I was kind of disappointed in the drop in reviews last time I'll assume people were just busy around that time. But I do thank my loyal friends who read and review my work. Thanks you guys keep me motivated to keep on writing. **

**THE RETURN OF SPIDER-X**

CHAPTER 36: THE RESCUE

Harry had returned to the area where he had met the others the next day. He honestly didn't know what to say to them but he figured something out. They had no real proof that it was his dad just his company which means he only had one chance to make sure that he could save Peter and the others as well as keep his dad out of trouble.

He was there alone this time although Mary Jane had wanted to stay after all with the school's shut down she had nothing else to do and she wanted to help. She just told her parents she would be at Liz's and Liz of course was covering in case they called.

Harry was nervous as he walked up to the helicopter seeing MJ with Rogue and Kitty. She had started to talk with those two a lot and was fitting in with them most likely sharing stories that neither one knew of Peter. He was kind of envious of that since he was going down a path that he knew wasn't totally right.

In this moment he was going to do something that if they ever found out about they would never trust him again. In fact he was sure that this was even conspiracy after the fact but he had to do what he felt was the only thing he could do. He swallowed up his fear as he approached.

May was there as well as Logan as they saw him first and waved over to him and called out, that got the attention of the others. They all started to move around him hoping for some type of good news. 'Okay Harry here goes remember what dad said about making a deal. You got to sell it and you have to believe in the pitch.'

The irony of this wasn't lost on him but he had to go through with it, it may damn him later on in life but the strange thing was the more he thought about it the more he felt he could live with what was he had planned.

"So kid you find out anything?" Logan said getting to the point he didn't want to dance around the issues everyone was getting restless and wanted to do something and so was he. It was time to act and he was dying for some payback at the moment.

May gave him a sharp look for his less then tactful manner but Harry just nodded, "Yeah it took some time because what I found wasn't in the main computers. I just got into it by accident actually."

"What do you mean?" Scott asked walking forward he looked a bit ragged still not sleeping well and in constant worry all the time as well.

Harry pushed aside the nervousness that was rising up in him, "You see my dad doesn't know about it, someone from inside the company is manipulating funds and equipment around on his own. At least that's what it looked like to me."

"You sure about that?" Scott asked him and Harry gave him a glare.

"Yes I'm sure, look I know my dad isn't the best but he's not a monster but someone inside the company is. This isn't the first time this has happened either the last guy he caught he fired and got arrested for it." There was partial truth in that, that last statement was true since it was in the papers.

His dad always said the best way to make a lie seem true was to wrap it up in some truth. Harry was sure that his dad would be proud of him learning his lessons and putting them to use but he also felt sick to his stomach.

"Guys this is Harry I've known him for years and he's Peter's best friend," Mary Jane said coming to his defense. She believed Harry since she never would think he would lie about something like this. She turned to him giving him a friendly smile to assure him, "So did you find out who is behind this?"

Harry hated taking advantage of her friendship like this but he started down a road where there was no turning back now, "No…" He made it sound like he was disgusted and frustrated with not finding out, "But I did find a facility that for some reason isn't listed at operational and yet there is a lot of equipment being placed there. Including a lot of medical stuff I can't pronounce and a high level of security for a place that is supposed to be nothing more then storage."

"You think that's the place?" Rogue asked him to her it sounded like a good place to start looking and if it was then they could finally get the others back.

"We should get Kitty to look into the place and we need to start making plans," Scott was more alive now then ever because now they had something to go on, something to help them to reclaim what they lost and he wasn't going to lose not this time. He looked back to Harry and nodded to the other boy.

"Thanks for his Harry, we really appreciate you helping us out you're a good friend to Peter and to us."

Harry nodded his head at him putting on a small smile, "Yeah…Thanks." In that moment Harry never felt so dirty in his life and he thought he would never live this moment down. But he sent them on their way they would rescue the others and if word ever got out then people would be looking inside his father's company and not at his dad.

He should be happy with the fact he had managed to save both Peter and his father but he wasn't, he just felt miserable inside.

**-Later that Night-**

The X-Men were in an area outside of New York in a wooded area, the place they were overlooking was out of the way and even away from the highway hidden with a small forest that helped to hide the facility. You had to use an old dirt trail to get to the facility and even then it was gated off and a guard post down the road.

Luckily they flew here and didn't take any road in. They came in low and landed to make sure no one figured out that they were about to have company. Kitty had looked up everything she could about the place but there wasn't much information she could get from online sources. Even after looking into the construction records for blueprints she couldn't find any record at least anything that was most likely only on paper.

So they had to go in blind as they were in the tree line overlooking the place. Lucky there wasn't another fence covering the facility like with the land that they were on. There were a few security guards walking the perimeter but for all they knew there was several surprises on the inside they would need.

"So what are we going to do?" Evan looked out at the place it was some serious thing they were in. They had trained for this but then again this was the real thing although he was eager to see what he could do and give a little payback.

"I say we just go in there and grab one of those guys and make us tell them where the others are," Logan growled out.

"No Logan we're not doing that." Scott told him sharply.

"Kid these people most likely have them and I ain't sitting back."

"That's the kind of rashness that will get us nowhere they most likely don't even know about the others Logan they're just some guys doing a job," Scott countered to him. Logan had been very aggressive lately and Scott could understand that but Xavier put him in charge of the team and he wasn't going to make anymore mistakes.

"We need to sneak in there and it's most likely they have them in the most secured areas of that place. We have to get in there and get in as far as we can without rising an alarm." Scott looked at the place the outside seemed pretty lax but he bet once they got in there it would be a lot tougher.

"Sooner or later there will be an alarm but she have to get in as close to the others when that happens since we have no idea what they'll do." There was a main complex where he bet was their best shot. He ignored the other smaller buildings and he was looking for some type of security room.

"Storm, can you blanket the area in a thick fog leaving an area where we can see from here to that building?" He pointed to the main one where it looked like there was a door it was the closest way into the main building and from the looks of it the best way in.

Ororo looked and nodded, "Easily."

"So what we're just going to walk up to it?" Wanda asked him looking at the area.

Scott nodded with a smile, "Exactly and Wanda you think if you're close you can screw with the power to the place? You know lights, cameras, security and other things?"

Wanda looked at the area normally she had trouble with something unless it was in her line of sight otherwise she had nothing to focus her powers on. Even with all the training she had trouble but then again Xavier was in there a man that had been helping her and her what she guessed could be closest friend in the world Tabitha was also there.

"Yes I think I can," She stated she would do whatever it takes to get them back.

**-Security Room-**

The main security room of the building was a large room currently the night shift was on and given how late it was they weren't expecting much. There was a wall covered in monitor screens with three different tables with smaller monitors, keyboards, buttons and other security electronic equipment put into them.

There were only a few guards there that night since the night shifts usually had lighter duty. Besides they were out in the middle of nowhere it wasn't like they expected someone to get in the most they had were just some teenagers trying to sneak onto the land for some stupid reason or another.

"Hey Harry what the hell is that?" Maria a women guard said pointing at the screen. She called up a few images as several of the monitors now showed a certain sections outside. "The hell is going on?"

Harry looked and there looked to be a thick mist or fog or something rolling in which was really strange given the weather shouldn't be able to do that in fact since when do they even get fog out here?

He didn't like it and pulled out a radio at his belt, "Hey anyone on the perimeter in area 4 and 5?"

"_Yeah I am."_

"What the hell is going on out there?" Harry asked as he walked up to the monitors looking as the fog was getting thicker and harder to see.

"_Hell if I know one moment I was just walking and the next it's a freakin' monster movie set. I can barely see my hand in front of my freakin' face."_

Suddenly there looked to be movement in the fog he couldn't make out just what it was but then one of the cameras just died on them giving them nothing but static. "What happened?" Harry asked Maria who was working on the problem. She couldn't seem to find one.

Then another camera went blank and then another. "Someone talk to me what's going on out there! Where losing cameras!" Harry shouted out into his radio.

Someone else came on the line, _"I can't tell it's too thick I can't even see where I am."_

An alarm sounded out then as a diagram of the main building came up on one of the screens a red dot glowing over a doorway. "Security breach! Section A6, South East doorway!" Maria called out as she tried to get any cameras in that area working but the computer systems registered a power surge and the building seemed to shake a bit.

"The hell was that?" Harry asked her and she just gave a frustrated shrug as power went down around that section not even emergency was working at the moment. "Damn it we got some kind of security breach I want full alert going on now!"

He had no idea what was going on here but he was sure that whatever it was he wouldn't like it at all. Already security officers were going to the armory to suit up, and get to their stations. Harry watched at the power seemed to fail in a certain path.

It was heading for the core of the building but the only thing there was the main elevators that led down into…

"Oh hell they're going to the Sub Levels!" He said and Maria looked up and noticed what he was talking about. No one knew what went on in the lower levels of the complex the security guards were only allowed into certain parts. There were whispers and rumors of course that they were holding nuclear waste, or making biological weapons to even making monsters down there.

The only ones they knew that had access into those areas were those two scientists, Mr. Osborn himself and then there was one other guy. No one knew who he was only that they saw a man in a red and black outfit a couple of times. Personally he didn't know the world was messed up with this mutant thing as it was.

When he thought about mutants he suddenly got very worried what if they were mutants? He had seen what they did to that robot after all this could explain a few things they didn't have the training for this kind of thing not at all and he looked to Maria. "Maria I want everyone in full combat gear…Something tells me we're going to have a major fight on our hands."

She nodded her head he thought about calling in the police but given where they were the most they would get is a few State Troopers at best. Besides standing policy was no law enforcement, period.

**-Oscorp HQ in New York-**

Norman Osborn was in his office after just returning from a meeting. It had been a long night and he wouldn't be surprised if he was one of the left in the building he stretched out and sat back in his chair giving a sigh. So far things were going well his cover up operations were going well thankfully it seemed that the recovered Spider Slayer was pointing to other sources or he was sure he would be arrested by now.

He wished he hadn't lost that machine it would be expensive to replace and the fact that the Sentinel was recovered had a few parts from several companies and not just ones he owned. That was another bonus in his favor as he had been questioned about those parts.

He showed the agents bills of sale and how they were supposed to have been used for various other items and not a giant robot. He had preformed pretty well although that man with the eye patch…what was his name? Well whatever that man was looking at him in a strange way and Norman didn't like it.

He'd have to be very careful from now on.

Norman turned to his personal computer and turned off the screen saver there was a flashing icon on it. It was a special program that alerted him to security breaches in any of his holdings. He double clicked and his blood ran cold as he saw which facility was having the trouble.

"NO!" He bellowed out slamming a fist into the wood in the desk he didn't even notice that the wood splintered slightly with his fist. "All this work will not be for nothing!"

He got up trying to think of what to do he had to do something to protect his assets. Sure they had already taken some genetic material to the other site and they were making headway into things but they would still need fresh samples to work from just in case.

That Parker boy's DNA was the Rosette Stone for their work into modifying human DNA. They had already told him on the slight radioactive levels of his blood and then there were the mutants their x-genes were proving to be a great insight as well.

Norman would not lose this he had to think but it was hard, he had been getting headaches for a time and strange dreams. He felt fine physically in fact better then fine but another problem was that his temper seemed to be getting worse as well.

"There has to be a way to fix this, I can't just-Arrgh!" Norman pitched forward gripping his desk with one hand and his head with another. A blinding pain went into his mind. It felt like his mind was on fire as he stumbled forward. He was in a daze not sure what he was doing the last thing he remembered was being in his office now he looked to be in one of the elevators.

"How…How did I get in here?" He muttered to himself. Did he blank out? He should go and find a doctor he needed help. The world started to spin as he felt vertigo set in as he fell to his knees. Norman was breathing hard now and sweating, he couldn't focus anymore.

_**Ha-ha-ha-ha-ha-ha-ha**_

"What? Whose there?" He asked falling to his side and rolling onto his back, it had been soft almost like a whisper. "Is someone there?"

There was no answer and the elevator stopped and opened up he looked to see it was the lower levels that he had access to. He hadn't been here since Octavius chased him down to these levels.

_**Get up**_

"What?" He heard the voice again it was a bit clearer. It was kind of high pitch but a male voice he was sure of it.

_**Get up!**_

Norman weakly rose up walking the corridors he must have blacked out again because when he woke up he was in front of the vault door opening. He couldn't understand anything it was like he was in a dream like he was seeing his body from the outside.

Maybe he was dreaming, he wasn't sure if this was real or not anymore he couldn't think or remember anything at the moment. His legs seemed to move on their own as if they had a mind of their own. He then stumbled his way into the armory. It had been repaired thankfully and the equipment had stayed intact nothing but the gas tanks had been damaged.

Norman looked around and then saw the spare Goblin suits hanging there and how the gas had altered the coloring and texture of them. The mask had seemed to have smoothed out a bit from the more gruesome image that it had started out for the Hobgoblin.

He felt a pull towards it as he reached out, his mind felt a bit more crystal clear as if almost he was starting to understand something that he had always known in some part of his mind. He pulled down the green grinning mask and the yellow eyes of it. It looked almost like it was laughing at him like a mad man.

His body tensed up feeling more energy going into his body, the weakness fading away. Before he blacked out one more time he heard that high pitched voice once more speaking to him.

**_Time for some work Normy, ha-ha-ha-ha-ha._**

**NEXT UP CHAPTER 37: THE GREAT ESCAPE**


	37. The Great Escape

**THE RETURN OF SPIDER-X**

**CHAPTER 37: THE GREAT ESCAPE**

The X-Men were currently running through the massive metal halls as they were looking for something to lead them to the others. Unfortunately they hadn't made it as far inside before the alarm went off to Scott's liking. But if couldn't be helped so he had to work with it they were battling down the halls now with security people coming out to stop them but it wasn't too hard.

They guards weren't trained to handle them although it didn't feel right to Scott without Jean they had no one to intercept things with a mental shield or give a heads up on what was coming. Sure with Logan's nose that helped but there was also the fact that he had been fighting with Jean for years her not being here it was like a piece of himself was missing.

Even though Peter hadn't been on the team for a year yet he had quickly made a place for him and even now he kept on expecting to hear some lame one-liner or joke as he helped to confuse the enemy not to mention those webs sure came in handy for quickly incapacitating people.

At least they were doing well although Scott felt that they were a bit off with those two not on the team. He saw Beast launch himself and with his feet grabbed two of them and with a flip threw them into a few more that were coming.

Evan was pinning a few with this spikes and jamming a few doors closed, with Wanda all their weapons would backfire or just fail to work one actually came apart then the others would deal with what was left. Kitty was phasing and putting her combat skills to the limits as Kurt would be using his acrobatics to help out even porting a few of them to the roof or outside and then went back in to continue the fight.

Ororo's wind and artic cold was a major help as they made their way through the complex. The only thing he wanted to know was where they actually going the right way? They had no real layout of the building or where the others might be held if Harry's information was right.

'Damn it where are they? We have to find them,' He thought to himself and he touched the small control on his visor and fired a blast at a guard that had picked up what looked like a riot shield. The guards were coming at them with heavier equipment now making it tougher.

'Jean where are you?' He had to find her ever since he lost her he felt like something inside him had been ripped out. He had been wrestling with things and he hadn't felt this kind of loss since the day his life went to hell. The day the plane crashed and he was orphaned, the day he lost everything.

Yes Jean meant a lot to him but why did it hurt so much? So much more then Peter and Tabitha even Xavier who was like a second father to him? Yes Jean was his girlfriend but did that simply explain why he cared so much?

_Scott_

He stopped for a moment not sure he heard that, 'Jean?'

He didn't hear it again maybe it was just his imagination but then he felt something it was like something was pulling at his mind. Like he was feeling something there just on the edges it was hard to get a grasp on it. It was like having something on the tip of your tongue just out of reach.

"X-Men this way!" He shouted to them and headed towards where he felt the pull. They complied as they made their way through the place. They entered a large circular room and there was what looked like elevator doors. "We have to go down."

"Like how do you know that Scott?" Kitty asked as she tired the controls but no luck as it was secured.

"I don't know just call it a strong feeling but something is telling me we got to go down." He said he knew it sounded nuts but what else did they have to go on really? By the looks on it they didn't have any better ideas either and with Logan forcing the doors open with some help they got into the elevator.

It was much larger then a normal one about five times larger by the looks of it and when they tried the button on the inside. It actually worked this time as they started to move down, "Guess they didn't think anyone could get past the doors," Rogue stated as she adjusted the straps to her shoulders.

She had a small pack back on as she was carrying a few things that might come in handy for the others if they found them and given her new strength she wasn't really slowed down. Rogue had never been a religious person but at that moment she gave a silent prayer that this was the way to them.

**-Underground Lab-**

Miles Warren wasn't in a very good mood the alert had gone out and already he didn't like. When the break got down to their level Essex said it was time to pack up. "Are you crazy we can't just leave it takes time for those tubes to be moved and disconnected from where they are?"

"We can't take them if they reach this level they will most likely get here before the Mercenary can intercept them and the fact that if they are coming for them I doubt they will like to see us fooling around with them." Essex said calmly as he was transferring files to the second site everything they had learned so far in the data files was being sent.

"You grab all the genetic samples, the blood, skin, and everything else into the cold freeze carrier we need to take that emergency exit." He was now transferring all files as he looked up at the professor. "I'll wipe the hard drives you best get to work Professor."

Miles sighed and nodded all their work it would just go so much slower now thanks to this. He went to the cold room where the samples were and opened a compartment. He drew out a large metal case with a handle. It was heavy but then it had its own refrigeration unit in it.

Professor Warren opened the case with the extra padding in it and pulled out several smaller containers. He started to place the genetic material they had gotten into them, carefully not wanting to break anything.

Essex had hoped to have more time with these specimens the blonde wasn't too interesting but the boy and the red head Jean Grey was very interesting to him. Their DNA held much potential and he bet that Xavier had no idea just how much potential. He grinned to himself as he prepared a virus program that would wipe out everything.

It was then he noticed something in Jean's bio readings, the brainwaves actually it was faint but there was a bit more activity in the Theta waves it was a bit higher then normal for someone that was supposed to be unconscious it was almost in the rang of a waking dream in a way. Curious but he had to leave it at that when Warren was finished, thankfully Osborn was a paranoid man and kept an emergency exit he just hoped they didn't come out too far from any type of transport.

Before he left he activated a counter to release the virus when the download was completed it would wipe away any evidence in the computers in the entire build about who this place really belonged to and anything else linking it to Oscorp.

They left swiftly through the door that after they went into quickly closed looking like part of the wall and it was a good thing too for them since five minutes later the large doors to the lab were blown off by a red optic blast.

When the smoke cleared from the blast and they stepped into the room they saw all the equipment but most importantly the tubes containing all their friends in one side of the room. "Jean!" Scott shouted out seeing her just floating there he looked for a way to get them out as Beat went to a control station.

He tried to input some commands but something was wrong. "This is most distressing."

"What is it Beast?" Kitty asked him wondering what was wrong given that he only got that look on his face when something was really wrong.

"I can't access the computers they are showing signs I think of a systematic failure. Maybe a hard drive crash or it's being deleted. I have no why of controlling the tanks and I can't open them up from here." There was a loud sound of Scott's powers followed by a smashing sound.

He looked up to see Scott had blasted the front of the tube as the liquid was falling out and he was unhooking her from all the attachments. Rogue was already smashing through Peter's tube as Logan took Xavier's and Evan smashed open Tabitha's.

"Well that would work just as well too I supposed," Hank stated.

Scott carried Jean to the floor and laid her down there as he cupped her cheek she looked asleep but when he had found her he felt so relieved. He just wanted to hold her more in his arms and know that she was really there. He took one of her wet hands in his stroking her hair.

"Jean…Jean can you hear me? Please wake up." He told her silently he wanted her back and if they had done anything to her he was sure he was going to lose it. And it was at that moment he realized just how much Jean meant to him how much he needed her.

He leaned down to say something for only her ears. "Come on Jean I know you can do it…Please come back to us…Come back to me…I love you too much to lose you."

Then there was a slight movement and a moan her face contorted a bit. Scott pulled her into a sitting position with an arm behind her head calling to her. She slowly opened her eyes feeling the fog lift from her mind. It was like a dream she kept having this floating dream for who knows how long. She was cold and alone and couldn't move then she heard it a voice calling to her in the darkness.

As she opened her eyes the world started to get into focus and the first sight was that of Scott. She smiled seeing him she wasn't sure if this was a dream or if this was real but as long as he was here she didn't care. "S…Scott…" Her voice was a little weak from not using it.

"Hey there, sorry it took so long to find you all but I'm just glad we finally got you back." He told her and she smiled feeling her stiff limbs move but then she realize she was wet and really cold.

She looked down and her eyes widened seeing that she was only in her underwear. Her face flushed red as she realized Scott was holding her and seeing her like this. He was slightly confused but then he suddenly realized he was holding a barely clad Jean in his arms making his face flush as well.

"Yeah…uh…w-we got some spare clothing just in case…" he said embarrassed and she nodded crossing her arms shyly.

Hank was helping Xavier while Kitty was helping up a Tabitha who was overjoyed at seeing Wanda again. Then there was Rogue helping out Peter and she felt a little worried, she was shaking him trying to get him awake. "Come on Peter wake up."

"Just five more minutes Aunt May," He groaned feeling stiff as a board from lack of movement. He slowly opened his eyes puzzled to see Rogue and why she was in his room. But it wasn't his room he was on a metal floor and the ceiling was unfamiliar. Then he remembered the fight and getting knocked out. "The hell happened?"

She smiled at him and despite herself hugged him shutting her eyes not wanting to cry. She didn't like to cry in front of people she hated showing that weak side to her but she was just so happy to have him back. "Oh god ah missed ya so much."

He weakly wrapped his arms around her rubbing her back a bit. "It's okay."

She pulled away smiling and he gave her a small grin back and tried to get up when he noticed his lack of clothing. He looked at his boxers and then to her, "Why are you always seeing me when I'm nearly naked all the time?"

Rogue blushed a bit and tried not to laugh.

After passing out the clothing and Peter was glad Rogue found his stuff before they left the mansion, he had lost his new web shooters when they took all his stuff and had no idea where they kept them. At least he packed his older ones although it would take him awhile to rebuilt himself a new set.

Xavier was in pants and a shirt that looked a lot like part of black uniform that no one used and who was being carried by Beast. He looked at all of then a bit proud at doing well without him. "How long have we been gone?"

"Nearly a full weak," Beast told him as they gathered up. "But I say we overstayed our welcome and we need to get out of here with hast."

"Uh oh," Peter suddenly said having that old familiar feeling again just as he put on the spare Spider-X uniform Rogue had with her.

"Sorry ain't gonna happen Mr. Cookie Monster," they all turned towards the voice that sounded like a deeper and slightly gravely voice of Demi Moore. They saw right behind him Deadpool alone with the two last Spider Slayers.

"Oh goodie looks like it's round two you have no idea how boring it was just sitting here watching TV." The masked merc said pulling out a few guns. "And I bet my buddies here rae glad to give some payback to poor Kenny."

"Oh great this maniac again," Wanda gritted her teeth.

"Just what we so totally didn't need." Kitty stated getting ready for a fight.

Spyke got ready himself with a few bone spikes coming out of his uniform, "What I want to know is how the hell we didn't hear two massive robots on a metal floor coming for us."

"Oh that? That's easy Bonner-Boy," The Merc said to him, "These babies got some wicked stealth stuff on them makes them most all quiet they can't attack in that so there's the drawback. But now we don't need it…"

"I think not," Xavier said trying to get into his mind but he only got a major headache and grunted with pain from it as he palmed his head feeling the effects. He had never been in a mind like that it was just too intense for him.

"Oh yeah the mind reader, nice try but see got this constant cellular regeneration thing going even in the brain not to mention my mind is pretty messed up. Makes my mind a nightmare for telepaths," he told him and then pointed his guns at them.

"And without further interruption…the fight scene!"

Deadpool launches himself through the doorway firing concussive rounds he figured to get a bonus if he could capture them all alive an intact and it is about the paycheck with him. Well okay it's also about women, porn, Bea Arthur, spicy food and above all else a healthy does of violence.

The X-Men scattered from the shots as he wanted to break them up while the Spider Slayers took them on he didn't want to give them a chance to regroup and attack as a team Scott had been holing up Jean and took a shot hitting Deadpool in the side and forcing him into some controls.

"Okay…Of course you realize this means war," He stated getting up firing at the couple. Jean was physically weak but not mentally as she put up a shield to stop the incoming rounds. While he was focused on those two one of his guns was slashed by Logan's claws. "Hey I liked that gun!"

"Tough!" Wolverine shouted back he like the others were itching for payback on this guy. The two living weapons fought it out Deadpool pulling out a katana as he tried to avoid Logan's attacks still going on and on about something or other.

The others were now faced with two Spider Slayers and the entire lab was being messed up from the fight. Hank had to focus on just keeping Xavier out of the way and handed him to Kurt he told him to teleport Xavier back to the waiting vehicle and wait for them.

He didn't like leaving the fight like this but sadly Xavier wasn't any use in this fight and was more of a liability no one said it but that's what Xavier knew. It was times like this he cursed his inability to stand and told Kurt to do what Hank asked.

"Okay so how about we put an end to these things?" Peter asked moving but a lot slower then he normally would his entire body was sluggish and his reflexes were shot from the tank. "You know I didn't like these things the first time around, in fact most sequels just suck take the new Star Wars movies."

"Or the Friday the thirteen movies?" Evan asked him.

"Hey what's wrong with horror films?" Rogue asked picked up a lose pipe to smash it into the leg of one of the robots. It broke and so she had to find something thicker to use and she couldn't believe she got sucked into this kind of argument while fighting.

Back with Logan and Deadpool the two had been really going at it, "Damn you know for a short hairy guy with an obvious anger management problem you ain't bad, no wonder the Weapon X guys liked you so much."

"What did you say?" Logan asked him surprised by that and got a cut through his throat for it. He grabbed his throat as he couldn't breath at the moment and he fell to one knee from it waiting for his throat to heal up.

"See they didn't just stop with you, you know. They had a few other experiments and lucky me I was one of them." He put the sword through Logan's chest at that point, "I was dying and they said they could help me. Gave me a copied version of your healing powers sure there were side effects but what doesn't give you side effects these days?"

Logan heard about enough and sliced through the sword with one hand and with the other impaled Deadpool in the chest. "Yeah apparently one of the side effects is talkin' too much."

"Oh…he…made a funny." Deadpool said falling back from the wound. Logan wasn't sure if he really did have a healing factor or if it was as good as his but the kids were in trouble he'd get back to him later.

Storm had little room and when she got a clear shot sent a hurricane like wind to the black widow making it slam into the scorpion. She had a shot and fired out lightning at the two robots she remembered how they weren't really affected last time but she hoped they had made at least one weakness in the armor.

"Kitty phase through them!" Scott told her while they were together hoping to get both of them.

Kitty nodded and ran as fast as she could and jumped through the machines causing massive damage to the electrical systems thanks to her powers. The two machines jerked around as they lost totally control.

"Great it's time to finish this!" Tabitha said making the largest bomb she could focus on, "Jean this may have a bit of a large bang so get ready!"

Tabitha threw her bomb as Jean put up a shield around the two machines the explosion was larger then Jean had thought she never knew Tabitha could make that big of an explosion with her powers and made a mental note to have her tested out later when things got back to normal, that is if they did.

The explosion in the tight 'space' and with Kitty's damage to them was all it took to take out the massive arachnid machines. Jean was exhausted from the strain and would have fallen if not for Scott holding her up.

When the smoke cleared the Spider Slayers were totally out of action.

Just then Deadpool shot up from his spot healed up from Logan's attack. He figured that there was only one way out of this now so since he was behind storm he got up quickly grabbing Ororo from behind and put a knife to her throat. "Let her go!" Logan roared out at him seeing this.

"Hold that thought I'm copping a feel," He said to them he had to admit the chick with dark skin and white hair was a babe, "How's about this, since the lab is trashed and my employer is most likely not going to be pleased and I'm outnumbered and outgunned I walk, you walk and we all go our separate ways until the next time?"

"I got a shot," Scott said aiming with his visor and Logan didn't want to risk it sure he knew Scott was good but one wrong move could send that knife into Ororo's throat.

"Come on kids it's been fun, we beat the crap out of each other but frankly I think I've had enough besides I'm running low on ammo as it is."

"You got ta beh kiddin' meh, you attack our home, kidnap some of us attack us again and ya just want us to let ya go?" Rogue asked him looking at him like he was a lunatic.

"Pretty much sweet cheeks," He responded and saw the looks and sighed, "okay fine plan B." He pulled out a grenade from one of the many pouches on his belt and pulled the pin and let the safety handle fly off. He pulled the top of Ororo's uniform and dropped it down her front kicking her forward.

"Damn it!" Logan ran forward and Ororo was frantically trying to get it out of her top. Everyone was too shocked to move thinking that Ororo was going to blow up. Ororo had her hands shaking and then got it and threw it away. Logan covered her and everyone waited for it to go off.

But it never did.

Peter got up and walked forward towards it, "Peter what are you nuts?" Evan asked him but he just ignored him and picked it up.

There was no spider-sense warning, "Guys I think he used a dud."

There was a large relief at that and Logan helped up Ororo she gave him a smile seeing how he tried to do for her. "Thank you Logan." He just grunted something and for a moment she thought he actually looked a bit…Shy.

"Great the nut job gets away again," Evan sighed to himself.

"Can we please get out of here?" Tabitha asked everyone and they agreed it would be good to leave the area as fast as they could.

**NEXT UP CHAPTER 38: A MOMENT TO REMEMBER**


	38. A Moment to Remember

**THE RETURN OF SPIDER-X**

**CHAPTER 38: A MOMENT TO REMEMBER**

As it had turned out getting out of the complex had been much easier then getting in especially after Deadpool was taken care off. And with Xavier on their sides it was a simple matter for him while in the X-Jet to give the security guards think that the X-Men were in another part of the complex.

After getting back to the jet they wasted no time in getting back to the camp site. Hank gave each of them a look over to make sure there weren't any lasting effects Logan was flying the jet while this was going on and Storm was next to him he noticed her hands shaking a little. "You alright 'Ro?"

She looked at him surprised and then at her hand, "I will be it's just that…When he put that grenade down my shirt…I really thought I was going to die. I hadn't felt like that since…" She trailed off remember being buried alive and how each moment she thought was going to be her last. When that grenade hit her skin she felt that was it for her.

Logan let out a small growl, "I swear if I ever see that guy again I'm taking him apart piece by piece." He gave her a small glance though, "But I'm glad you're okay then."

She gave him a small smile with a thankful nod, "I just think I'll need a good nights rest after this. I think my heart is still racing a bit from that scare but I'll be all right." Logan nodded his head glad to hear that.

Xavier himself was in deep thought things hadn't been going as he had hoped this incident not only worried him deeply that mutants all over the world could be facing such actions themselves by others but also with what Hank had told him on the events that were happening.

He had hoped to take them all to Muir Island to settle and wait while he hoped the storm would blow over but things weren't going that way. They needed to show the world that they were not to be feared. The next actions they had to take he had to think carefully about hopefully soon he would know what do to next for them.

In the back the mood was a lot better, they now had everyone back together and for the first time since the Sentinel attack things were finally going their way. Jean and Scott were extremely close with her resting her head on his shoulder hugging him close as he had an arm around her shoulder reading his own head on hers.

Both of them were resting against east other both of them embracing each other and feeling the love each other had. Scott had been so cared of losing her and he never wanted to feel that again. Having Jean here in his arms felt like he had a part of himself back the better part.

They weren't the only happy couple to be reunited. Rogue was sitting on Peter's lap his masked pulled off with her resting her head on his shoulder her eyes closed just listening to him breath and feeling his gloved hand running through her hair. She had nearly lost him and she never had told him how she felt.

Rogue felt that she was going to have one more thing taken from her in her life, first she lost her ability to touch and in a way she gave up on ever having a relationship. Ever finding love, or even just someone to touch but then Peter came into her life and gave her that and so much more. "Ah missed you so much," She whispered out.

"Sorry about worrying you Rogue, trust me I never wanted to put you through something like that." He whispered softly to her.

She gave a small sighed getting more comfortable, "Ah know." She wished she had brought the bracelet with her she wanted nothing more then to kiss him but she wasn't sure she could keep her powers back as long as she wanted to. But this was still nice. "Oh by tha way did you really tripped and fell on your face when ya first met MJ?"

Peter looked suddenly surprised and looked down at her, "Hey ease off on my memories you got."

She smiled trying not to laugh, "Ah didn't get it from there, Mary Jane told meh we kind of have been talkin' lately."

Peter groaned at that first because soon he would have to have a very long talk with his friends and then the fact his best friend and girlfriend were talking to each other. The ammo they had on their own was bad enough but together…Peter suddenly wished that he was back in the tank. The rest of the flight was fairly relaxed and the mood high a few took a few naps on the flight since a battle really took it out of you.

The landing managed to wake up any that were asleep and the back hatch lowered to allow them to walk out. Kurt yawed and stretched, "I zhink I'm going straight to sleep I'm too tired to even change out of my uniform."

"I hear you," Wanda said rubbing her shoulder it had taken a hit back there at one point and she just knew it would be a bruise the next day. "I just want to get to that nice peaceful cave and sleep until noon." She pulled off her coat to check her arm and saw a little discoloration.

"Kitty you there?" Lance called up as he walked up the ramp and smiled seeing her there, "So how did it go?"

"Got them all back," She said jumping into a hug with him it was a nice night. "Plus I think we shut them down for a bit too whoever these guys were that were behind this."

Lance signed in disgust at someone kidnapping and experimenting on mutants and he felt that only a human would be behind this but he didn't want to start something. He knew how Kitty got when he started to get on how he felt most humans were against them even though by the looks of it he was right. "Come on then, there's a big campfire with the others and I put aside some food just in case."

Kitty smiled sweetly at him he could be sweet when he tried to be and it was nice. She gave him a peck on the cheek and he wrapped an arm around her waist leading her through the group of the New Mutants looking to see how things were going as the older ones were flooded with questions.

Peter was walking hand in hand with Rogue when a small grey blur suddenly latched onto his chest. He wrapped an arm around the smaller body of Spyder as she was giving him a major hug that was close to crushing the air out of him. "You stupid headed jerk, you had me worried I thought…I thought I lost someone else in my life…" She told him her voice filled with relief, worry, fear and a little anger in it.

Peter smiled as he ran a hand through her hair, "Sorry to worry you I didn't want to do that. But I promised you that you'd never lose me and I like to keep my promises." He said softly to her and she nodded still holding tightly onto him.

He looked up to see his Aunt coming over to him and he smiled at her and she smiled back walking over and hugging him as well. Even Rogue smiled a bit at this and let go of his hand, "Ah'll leave you all alone, but Peter when you're done can you come and find meh?" She had a lot she wanted to say to him and she didn't want to put it off any longer then she had.

Peter looked at her and nodded as he went to be with his little family.

Xavier was put into a spare chair that was on the jet only this one was manual with no electronics he was glad that he kept his upper body in good health. "So Hank I take it we owe Peter's friends some thanks."

Hank smiled and nodded his head, "Their assistance was well timed and needed. Perhaps if more people like them were to speak out then it would calm those in power that are listening to all the fear."

Xavier halted as he thought on what Hank just said, there may be some merit into that statement but it was late and everyone was tired but in the morning he would have some work to do that was for sure. And he hoped that the idea he was thinking about could help for making a better future for them all.

Meanwhile Tabitha and Jean went to wash off all the stuff from the tubes they had been in. Both girls brought towels and there was a full moon out so it was easy to find the river it wasn't far and Amara and Rahne showed them the way. They had a trail of those glow sticks just in case.

"Damn this is cold," Tabitha said as she rose out of the water a bit, "But better then when Bobby froze the showers that one time, how you doing red?"

"Well a nice warm bath would be nice, too bad Amara can't heat up the lake or a small pond." Jean said using her hands to wash out the stuff in her hair it was a real pain given how much hair she had and how much it absorbed while in that tank.

"Well at least we're not some mad scientists guinea pigs anymore. I swear I was checking to see if they took anything out of me or off me or something." The blonde said feeling a bit better getting all that crap off her skin. "Plus I always wanted to try skinny dipping kind of thrilling not having anything on huh? Now if only a few cute boys could be here joining us."

"Tabitha!"

"What? I'm just saying is all besides haven't you ever been impulsive in your life? And I don't mean the Sirens thing besides that I bet you've never done an impulsive thing have you?"

"That's not sure I've done…Stuff," Jean tried to think up something after all she was getting close to nineteen years old she had lived…Hadn't she? Jean tried to look past the Sirens thing for something impulsive and not something little either.

"I rest my case," Tabitha laughed, "No wonder you and Scott are perfect for each other you two never seem to do anything spontaneous I bet you plan out your dates in advance don't you?"

"There's nothing wrong with that," Jean shot back sitting herself on a rock washing her hair.

Tabitha sighed and shook her head, "Jean you two need to loosen up and live a little. I mean we nearly got turned into one of those frogs in science class. That's why I like to take chances and risks. I like it because it makes me feel alive it makes me know that I am alive. You should try it sometime it's better to live a little an regret a few actions then never try anything and regret all that you missed."

Tabitha rose up out of the water walking to the edge to her towel to dry off and dress. "Well I'm going you going to be okay?"

"Yeah sure," Jean said absent mindedly as she went back to trying to wash out her hair. She was kind of lost in thought in what Tabitha said kind of made her think on things. She had only ever been impulsive once really and that was with the Sirens. Sure it ended with being grounded but while doing that she felt more alive then ever.

When Tabitha returned to camp Scott saw her and figured that all the girls must have been finished. He hadn't bathed in a couple of days plus that stuff that was on Jean had sunk into his uniform a bit he really felt like a wash. So he grabbed one of the few towels there were drying and went off. The trail of glow sticks was helpful as he saw the large bolder there.

With the way the river moved and the night animals he couldn't hear a certain redhead that was behind the large bolder. He stripped off his uniform and washed some of it off leaving it on a rock to dry off. He slipped into the water feeling the cold water and wishing he had done this in the afternoon when it was warmer.

He started to wash up and when he heard something on the other side of the boulder he thought it was an animal or something. He placed a hand to his visor and slowly moved around it. He didn't see anything but then it was a bit harder for him to see at night thanks to everything being red the shadows tended to be a bit thicker is seemed with the ruby quartz.

When he relaxed that's when Jean came up, she had dunked herself under to try to get the last of her hair clean and Scott was frozen by the sight of her mainly how her hair flipped back and he saw her upper body. Jean suddenly felt a swell of emotion and turned to see Scott.

She screamed and covered her chest turning around that knocked Scott loose from his little brain freeze and turned around as well. "Scott!"

"Jean oh god I'm sorry I didn't think anyone else was here! I swear it!" He said to her feeling extremely embarrassed. 'Great first I see her in her underwear now totally topless…God she looked incredible. Damn it don't think that this is Jean your best friend…And Girlfriend…Okay yeah but try and be respectful…No matter the fact she never looked more beautiful and sexy in the moonlight…'

He tried to put a clamp on that part of his brain although Jean nearly mortified as she sunk down to her shoulder under the water couldn't help but pick it up. It was kind of nice hearing him say such things or at least think them. She was about to reach out for her towel with her powers but then Tabitha's words hit her again.

She looked over her shoulder at Scott's back and she remembered how his chest had looked when they had looked at each other. She had seen him in swim trunks but she never really looked at his body and it was really nice body. 'What am I thinking? I mean we're the responsible ones we can't just…what? Just have a moment together?'

Jean thought about where they were, alone in a river the moon was full it was a very romantic moment should they take it? Scott was going on about how sorry he was and she looked at his back and felt herself getting a little warm as certain thoughts filled her mind both from her and from…Scott. Lately she had been able to feel his mind easier as the days went by and now they were easier to see and to feel his emotions.

"Scott, did you mean it?" She cut him off.

"Yeah I do I'm sorry I'll go."

"No I mean…Did you think I look sexy?" She asked him blushing a bit and he froze for a moment. "Scott we're both adults here…If you want…You can turn around." She couldn't believe she was doing this the rational part of her mind was telling her to get her towel get back and never speak of this.

But her heart was hammering as she did this and maybe Tabitha was right maybe taking risks did make you feel a bit more alive. Scott slowly turned and saw her there shoulder deep in the water. "Jean…I mean…"

She reached out a hand and like in a dream he took it as she swam out into a little deeper into the water, "Can you help me wash my hair Scott?"

"Uh…Y-yeah I guess," He said nervously as she turned around he helped to wash it. He went gently with it and couldn't believe this was happening he had fantasized about something like this hell a lot of times. Jean smiled at how gentle and how good Scott was at this before they knew it she was pressed up against him. For a moment they both froze and she turned around to face him.

"J-Jean I…" He was silenced by a finger to his lips.

She kissed him gently and then smiled at him, "Don't try to talk Scott…Just think it." Jean listened to his thoughts and they were the same with her that this was wrong and yet right at the same time. "Maybe we should listen to our hearts more Scott instead of our minds."

Scott looked at her and he wished he could see her face, and her eyes without the red all over it. He wanted to see her like how everyone else did but he left his nullifier back at camp. But there could be other times right? But at the moment he looked at her and feeling her against him after finally finding her having her back it was just a very emotional day.

So he kissed her pulled her close to him and the two of them never did it make it back to camp that night as they spent it together in the moonlight.

**-Across the Camp-**

Peter was looking for Rogue as he had spent his time with his Aunt and Spyder assuring them that things were okay and that he was okay just a bit tired was all. By then everyone was either curled up to a fire for the night or in the cave for more privacy or in case it rained.

He had just washed off a bit of that stuff on him in the woods he thought about the river but he felt that a quick little sponge bath where no one would see him would be better.

Tabitha was telling them all about the lab facility and the fight to get out of course. Peter asked if anyone had seen Rogue and he got pointed in a direction into the forest. He walked into it and saw a small light when he got there it was a small clearing with a small campfire. Rogue was there sitting on a sleeping bag that was next to another one as she was looking up at the stars.

He smiled as he watched her just looking the glow of the fire playing off her. He saw that her gloves were off and to the side along with that green breast plat thing and her belt most likely to get more comfortable.

Rogue turned when she heard Peter walking into the light and she gave a small smile. His hair looked a little damp so she thought most likely he had washed up in the river a bit as he sat down next to her. "So then what's with the solitude?"

She shrugged looking up into the heavens, "Just wanted some privacy…Man you can really see the stars out here…I never noticed that before now…"

Peter nodded looking up, "Yep less light pollution from the cities means less light in the sky getting in the way of our view…So…You going to say something because I know you well enough to know you didn't want a lesson in astrology."

She had to admit she did and she had been going it over and over in her head ever since the ride back here. It was hard to believe just how scared she was on the inside when she started to talk, "Before mah powers ah was pretty much alone, no real friends or nothing and ah kept to mah self. When ah came here ah slowly found mahself with friends and that ah was finally a part of somethin'."

"But it hasn't been easy for meh ta get used to it, it took time for meh to open up and start enjoyin' mah life here. You've helped a lot with that last part," She cast him a glace and he smiled at her.

"Anyway, ah've never been good at gettin' mah emotions out and expressin' mahself. Ah mean when you're a loner for so long…"

"It's hard to stop being a loner," Peter finished for her knowing exactly what she meant he knew what it was like being on the outside looking in. He had been bullied, picked on and made fun of all his life it seemed or at least in high school.

Rogue nodded her head as she went on, "Ah guess we can relate on that together, and you've helped meh not only with this device ah got on but you helped meh to reach out more to people. You make meh happy, you make meh laugh even and…You make meh feel loved…"

Peter reached out and gently caressed the side of her face, "You are loved and not just by me too Rogue. But yeah…I do love you when I saw you in that bed it just really hit home how much my feelings for you were."

"It was tha same for meh too…When you were gone and then when ah saw you in that tube ah didn't know if you were alive or dead…" She fought the tears in her eyes at the memory of that the pain she had felt in her heart she didn't want him to see her cry. "Ah realized tha same…That…That I loved you as well…Ah wanted ta say it back when ya first told meh but ah was too scared to say them…"

Peter pulled her closer and she hugged him close feeling a sense of relief of finally being able to say those simple words to him. She still couldn't believe it herself her, the most anti-social girl there was in love. It wasn't like with Scott she knew that was just a major crush on the first guy that had been truly nice to her but with Peter it was deeper and more powerful.

She reached up to his face and kissed him on the lips, he responded as she felt his hands crawl up her back caressing it. She had to admit he was a very good kisser as the two started up with slow loving ones and then they started to get a bit more passionate. She kissed down to his neck hearing him groan a bit. There had been another thought in her mind and she knew that under normal conditions she wouldn't think about it but these weren't normal conditions.

Peter noticed her hands going under his top and feeling his skin he was wondering what was going on but damn this was the best he ever felt at the moment. Although at this rate things might get out of hand. "Rogue…We should stop before we go too far…"

The next words surprised him, "Do we have ta stop?"

He was stunned as she looked into his eyes and for a moment he thought he heard wrong, "Rogue?"

"Peter…Nothin' will beh the same anymore in our lives, hell we'll have more enemies and our lives will beh more dangerous then ever now. We can't hide anymore and we're out in the open. When you go out as Spider-Man it scares meh sometimes that you'll come back hurt or…worse. But ah know how important it is what you do."

"We just saw an example of it now…People will come for us and…And I don't want ta waste my life hiding from mahself again. Life is too short Peter and ah want to be able to experience it before ah die or…" Her eyes took on a pained look on what if he died, she had come close to losing him for good too close.

"Rogue…" Peter said softly holding her gently in his arms as he debated on what to do. They were young and in love, then there was the usual hormones, then there was the fact that she was right. All their lives were now more dangerous then ever and this one chance this one moment may be all they had left. If this was the one change he had to be with the first woman he loved shouldn't he take it?

"Peter?" She questioned not sure if he would reject her offer but when he kissed her she threw her arms around his neck. There was no thought of consequences or of tomorrow. They pushed away all the pain of their past and would think about the future with the dawn. But tonight was their night, their moment.

She pulled off his top admiring his physical form as he helped her out of hers and saw her only in her bra for the first time. Both were nervous as they were taking things to another level but both wanted this moment. They felt after all the crap they had to deal with in their lives they dissevered at least one moment of perfect happiness.

Peter was on his back with her on top kissing each other with a new passion. "Oh god Rogue…This is like a dream, I swear if I wake up and this never happened I'm going to be pissed."

"Anna."

"What?" He asked her as she looked down into his face.

"Mah name…It's Anna and don't you dare tell another living soul or I swear Peter…" She said and the look and threat in her eyes told him she was serious.

"Yes ma'am," He smiled and reached up for the back of her head, "Now…Where were we…Anna?"

**NEXT UP CHAPTER 39: MORNING AFTER**

**Well I got over 900 reviews help me out to try and break a thousand or at least as close as I can get.**


	39. The Morning After

**THE RETURN OF SPIDER-X**

**CHAPTER 39: MORNING AFTER**

Scott shifted in his sleep or tried to but when his mind registered the heat of the sun and the warmed he was feeling as well he opened his eyes to see red. He still had on his visor but that wasn't the only thing either. He felt the soft skin against his own and looked down to see Jean there. They were on a thick and large towel with another one draped over them as well.

He saw Jean was awake with her hand on his chest and looked up and smiled, "Hey there slim."

"Hey," He couldn't stop himself from smiling it wasn't a dream after all what happened last night. He still couldn't believe that he had made love to Jean last night it had totally been unplanned and came out of nowhere but maybe that's why it had been so good. "How are you?"

She smiled and groaned a little shifted on top of him, "A little sore in some areas but feeling great. Scott…Last night…It meant a lot to me."

He kissed her head, "Yeah me too."

Jean closed her eyes trying to bury herself in his warmth, feeling the rising sun warming them up, the sounds of the river and of the morning birds. It was so peaceful and perfect like they were the only ones left. Then her eyes opened as she suddenly got several thoughts, mainly that they weren't alone.

"Oh God Scott…We stayed here all night the others may know we never came back!"

That got Scott awake at that point, "Oh man this isn't good. Damn it…It's still early if we hurry we can get dressed and sneak back before anyone wakes up and notices us gone." Scott and Jean got up and went scrambling for their clothing.

Scott's clothing were on the other side of the boulder still and went to quickly pull them on. They were only supposed to rest not fall asleep last night after they made love but both of them had fallen asleep.

"Damn it!" Jean shouted out and he asked her what was wrong, "Logan will smell the sex on us won't he, or at least each other?"

"Oh man…Okay we take a small dip in the river dry off and hope he can't smell it," He stated pulling off the clothing he had and going into the river again hearing Jean do the same. "You know I kind of hoped the morning after would have been a bit more romantic like last night," He joked.

She gave a small laugh, "Oh well last night was perfect Scott but next time let's be a bit more prepared." Scott smiled to himself thinking of the next time and all the future times. He had to admit having their relationship move to this level defiantly gave them both something to look forward to. Although how to keep is quiet well that would be another thing.

In the forest two other young lovers were waking up as well. Rogue moaned as she woke up inside of a sleeping bag with a warm body next to hers. She smiled from the memory of last night replayed in her mind feeling the arm around her stomach. She twisted around to face Peter and smiled at him.

He was sleeping soundly and he looked kind of cute like that and she reached up and caressed his face gently feeling the skin. He started to stir and slowly open his eyes. He opened them up to see those familiar green eyes and white and brown hair. Peter grinned at the sight of her and the feel of her body up against his.

"Morning…It was real wasn't it?" He asked her.

Rogue kissed him wrapping an arm around his waist for a long moment they kissed and when they broke it she smiled at him, "What does that tell ya?"

"That either I have a very vivid imagination or it was real, can I have a little more to be sure?" He grinned and she smiled shaking her head she missed those jokes of his. She rested against him for a girl who couldn't touch for over two years this was close to heaven for her.

"Ah can't believe that meh of all people actually managed to have sex," She sighed feeling the bracelet on her wrist and hoped one day she would gain more control to be able to do this without it one day. But then again without it she wouldn't be here now like this.

Peter smiled smelling her hair and running a hand over her bare back. "Last night was great I'll never forget it…So…Uh…I got to ask you…How was I?" He asked her nervously for him it had been great but he was kind of wondering if he hadn't been and was kind of afraid that he wasn't as good as he should have been it was his first time after all.

"Well it's not like ah got a lot of experience with this but trust me Peter ah got nothin' ta complain about." She assured him sighing feeing his hand rub her back felt nice, "Ah don't want ta leave, ah wish we could stay like this."

"Hey the idea of me being along in the woods with a very hot and naked girl pressed up against me is any boy's dream come true," Peter said to her kissing her head, "But you know we eventually got to get back before they send out search parties and I really don't think we want them to see us like this with our clothing all over the ground."

Rogue sighed hating being brought back to reality she was enjoying the fantasy too much but he had a point. She really didn't want this to get out especially with the girls they would press for details and she really didn't want to get into that. "Yeah y'all are right we better back up and get back. God ah bet a look like a mess," She ran a hand through her hair knowing she'd have to find Kitty for a brush and a mirror to reapply her makeup.

Peter smiled as she got out of the bag searching for her clothing, "Personally I don't think it's possible for you to look back…Especially from this angle." He smiled as his boxers hit his face.

"Get your pants on ya damn Yank," She laughed at him.

**-Main Camp-**

Logan was up early he never needed much sleep and it was because of that reason he caught four of the kids sneaking back into camp. He saw Jean and Scott come back first from the river they looked a little like they had taken a bath but the fact they were together, holding hands and smiling made him think as to what they could have done.

Then a few minutes later he saw Rogue and Peter coming back he hadn't known they were gone but when the wind carried their scent over to him he knew for a fact what they had been up to it was all over them. He gave a small growl and walked over to where the other adults were.

He saw them talking as the others were waking up or sleeping in, he wasn't paying attention to what they were talking about only saw them sitting on a log facing Xavier with what looked like that instant coffee stuff from the supplies. Personally Logan hated that stuff but it wasn't like there was much of a choice. "We gotta talk," Logan snapped as he got everyone's attention.

"Logan what is it?" Xavier asked him seeing his agitated state and wondering what could have gotten him like this so early in the morning.

"A few of the kids were off in the woods doing things that they shouldn't have been," Logan stated and saw Beast and Ororo wondering what he was talking about so he decided to clarify for them. "They got laid."

That got them all on the same page and Ororo was surprised at that but then with so many students around it was hard to keep track, "Which ones do you think were doing that?" She asked him.

"First off I know for sure that Rogue and the Parker boy were at it I could smell it on them." He said looking at May and for a moment he noticed that she was taking this rather calmly. "And I just caught Jean and Scott coming back together from the river and what they were doing together I can piece together, especially with the smiles on their faces."

Xavier sighed and steppled his fingers together, "Yes I was aware of Jean and Scott but wasn't of Rogue and Peter," That got him surprised looks from everyone, "I was using my powers last night to view things going on and to make contact with a few people when I…Sensed an abundance of emotions and I felt two minds as Jean and Scott when two more showed up I shut my powers down for privacy."

He was a bit embarrassed to admit that he wouldn't have picked it up normally but he was tired and the usual focus he had was off. He knew that Jean and Scott were getting close although not this close he still remembered how they were when they first came to him, now they were growing up fast if seemed.

"Well I didn't know about those two but I suspected as much with Rogue and Peter," May sighed taking a drink of the vile cup she had she really missed having tea or at least decent coffee.

"What!" Logan was completely caught off guard by that, "I expected ya to be pissed."

"Well I'm not entirely happy with this Logan," She said back giving him a small glare but then she let it drop. "I do still remember what it's like to be a teenager you know, and I've already had The Talk with both of them months ago when they started to be able to touch each other. But I also know how hard everything has been on everyone especially for Scott and Rogue having the ones they love taken like they had."

Ororo thought about it and nodded her head, "Yes I did see them has being hit pretty hard, and in all honesty I see no problem with two people expressing their love in a time like this."

"You can't be serious," Logan looked at her like she had a second head.

"Logan in case you forgot in the village where me and my sister grew up we went around with very little clothing and I maybe had my first sexual experience when I was sixteen. Considering the ages of those here that's even better that they are of legal age."

Beast thought about things as well, "They are growing up faster then normal children and there are those even in this country that have sex at a younger age then Ororo although a bit more rare things like this happen."

"Okay so it happens doesn't mean we have to like it or take it, I say we call them here sit their butts down and have a nice long talk." Logan was itching to do something at least.

"I think that is a good idea," May nodded her head she wanted to have a talk herself about this and Xavier himself nodded.

"Yes but first we should finish the discussion we were having," He looked to Logan to sit down and he found a rock to park himself on. "Basically what we've been able to piece together things are not going as well as I thought they should. I believe that there needs to be someone to speak out about all of this and to show the world that they shouldn't fear us."

"Yes I agree with you there," Hank nodded he had been looking up all the events with the wireless setup they had and he was a bit disappointed in how things were going. It seemed like the world was going mad and it had to be stopped. "But the plan you put forth is a bit risky and would anyone help us out with it?"

"I've already got in touch with a few of them via telepathy and they are eager to help calm things down." Xavier told him and they decided to help plan out how they would deal with everything.

**-Later-**

At the main campfire which was now nothing more then just a circle of rocks and ashes at the moment. The breakfast was over at the moment and Kitty was on the computer with the wireless connection dish hooked up. She was looking up any news sources about last night to show up on any of the newspaper sites.

"Hey Kitty how's it going?" Lance asked sitting down next to her looking over her shoulder as he put an arm around her.

She gave a small smile, "Just trying to see how they deal with what we did last night knowing how things are going I'm like afraid that they'll use it against us." She heard him sigh and bite back on his tongue as she looked things up.

Amara was close by trying to brush her hair she was having the easiest time then everyone else given that Nova Roma didn't have electricity so she was used to this kind of thing. She didn't see what the big problem was she lived her whole life without it and it was kind of funny in a way how everyone said it was tough living like this.

Rogue came by saw what Kitty was doing, "Hey what's up?"

"Oh just looking up to see if there is any information on last night but it's hard with all the mutant stuff out there taking all the focus," She sighed and then looked up and Rogue and took a long look at her. She was a bit different and she couldn't place it at first. "Rogue why are you like glowing?"

"What? Ah am not!" The goth said although the few around them looked at her she was a bit more chipper then normal.

"Yeah I've noticed you've been smiling a lot lately too," Evan said who was laying down on the ground bored.

"Yeah you're right," Kitty said looking at Rogue, "So what's up? I mean you kind of look like floating on air and I thought you were so totally humming something earlier."

"It's nothing!" Rogue angrily said although she was thinking about her actions lately. Had see been doing that? Okay so last night was one of the best moments of her life but still was she really that affected by it? She looked at the glances and tried to think of something really fast, "Look ah'm just happy ta have Peter back okay?"

She tried not to sigh when they seemed to have swallowed that. Kitty went back and finally found something in the Daily Bugle web site she normally didn't go to that site since all the things they wrote about Peter as Spider-Man and then as mutants. "Uh oh…"

"What?" Lance asked and looked at her screen as he read it, "The hell? It says the place was burned down, you guys didn't do that did you?"

"Hell no man!" Evan sat up as other gathered around Kitty's laptop. "Man we barely did anything most of the damage was in that lab anyway so what the hell? Do you think they burned the place to cover their tracks?"

"Says here that the police are calling it arson but have no idea what caused it," Kitty read as she tried to look up any other information about it. This was just weird that the place they rescued their friends from would be torched so fast.

Peter made it over to them he still was in uniform although he had on a red T-shirt over his top. He looked a little drained as he sat next to Rogue and sighed, "God I just got finished with a call to both Harry and MJ. I had a lot of talking to do but thankfully Harry wasn't too bothered with it."

He had to admit it was a bit strange in fact Harry seemed a little off but put it as just the whole coming out thing about Peter and being taken by mad scientists thing. "Although Mary Jane now that is another story…"

Rogue got a small smirk, "She gave ya a tough time huh?"

"Whoever said man was the stronger of the sexes needs to get out more, you women are vicious when you want to be," He smiled at her making her have a small laugh. "And I just know this isn't the end of it. I think Jean is calling up her family now making them not so worried while Kurt was waiting to call Amanda again."

He slipped his hand with Rogue's and she took it in hers each given the other a little smile. "Is something going on with you two?" Evan's question caught them both by surprise as they looked at him as he was given them a curious look. "I swear you two are all on cloud nine or something."

"Leave them alone Evan," Amara said finishing her brushing, "Just because you can't get a girl don't try and spoil things for them. I think it's cute they can act like that."

"Yeah well you're one to talk, you'd think a princess could get a date," Evan shot back at her as she straightened up at though hit by his words. Her eyes narrowed at him as a small argument got started up between the two and they had to be separated. It was getting a bit harder to keep all the tempers from flaring at times.

By the lunch was almost upon them Peter and Rogue heard Xavier calling to them in their mind. He didn't say why but he wanted to meet them with the other adults. For a moment both teens shot the other a slightly worried look. As they got there they met Jean and Scott on the way there also. No one knew why they were being called although both couples figured if the other couple was there then it wasn't what they feared.

Little did they know that the little fear nagging in their minds was right, when they got to were the adults were inside of the X-Jet the ramp closed up to give them all privacy this didn't over well and the fact that Logan was shooting daggers at the kids wasn't helping.

Aunt May was giving Peter a look that said he had done something she didn't approve of and the others were in various other states. Scott decided to take the bullet as he asked the simple question that he knew would start something, "Uh…What's going on?"

Logan gave a small growl out but Xavier raised a hand and went to look at the four of them, he had to admit that over their lives they had grown up. "Well now we thought it best for you all to have some privacy for this given what went on last night."

"W-what do you mean exactly?" Jean asked a little worried her guts twisting into knots.

"What he means Red is what you and One-Eye were doing by the river and what Strips and Spider-Boy were doing in the woods last night," Logan told them and both couples suddenly knew that the secret was out and also cast few surprised looks to the other couples.

"Now then we all know that you are legally adults but I do feel that if this is going to be something there will be some rules," Xavier told them as they listened in. "We can't stop you from this."

That got a disgruntled grunt from Logan but Xavier continued on, "But you four chose a very inappropriate time, I know emotions are high and everything but I don't think all of you thought things through since I doubt any of you were using protection."

The guilty looks on the teens said it all and May shook her head, "Peter I'm disappointed in you, after that long talk I had with you and Rogue I would have thought one of you would have thought about that."

Peter couldn't look his aunt in the eyes as he scratched the back of his head, "I'm really sorry about that it was just…I just kind of happened."

"Don't blame him you can blame meh ah'm the one that started things," Rogue said to them all. "And ah know that we should have been more careful but it's mah body and mah choice. And it's not like there's a place to buy anything out here and ah have no regrets about last night. Besides ah already had mah period a few days ago so ah know I'm in mah 'safe' period of mah cycle."

"And I started things up with Scott as well if we're going to be honest," Jean told them and took his hand, "And I don't take it back and I know that I'm not due until next week I know it's a risk but it's a risk I wanted to take."

"Yeah well you boys could have said no you know," Logan glared at the two of them.

"Logan do you honestly think a boy could say no in their place?" Ororo asked him a little amused at that as he gave a small growl. "But we felt that because you are all legal there is nothing we can punish you for…except for not being prepared."

They had thought they were in the clear at the moment when Ororo added in that one thing they knew they were in for something. Beat took it from here, "First off when we can get back all four of you are getting full exams and blood work just to be safe. Then you'll all be grounded for at least a week while you all have to deal with sexual education and you all will write a small repot on it as well during that time."

The teens felt like they couldn't get any worse then that it seemed that the adults would send the message home about just how important this was and no one really could object to it. They hadn't gone into it prepared after all. Then Logan grinned at them, "And you'll all have special training with me, since you got all this energy to fool around with I'm going to put it to good use when we get the Danger Room back."

"Oh god…" Rogue moaned knowing full well this was going to be hell but when Peter took her hand and she looked into his eyes she had to admit it was worth it. Last night meant a lot to the both of them so it this was the price then she was ready for it. She was just thankful they didn't have the mansion yet.

"Now then I do hope this will show the importance of this," Xavier told them like a father would to his children, "You are entering into a world of adults and you'll have to show that you can act like them with responsibility for your actions."

"We will," Scott told him and Xavier nodded and told them they could leave.

Peter hesitated for a moment and looked at his Aunt, "Are you angry with me about this?"

May sighed and shook her head, "No I'm not, a bit disappointed but not angry with you. I do know that the both of you have had it difficult but Peter from now on please remember what Ben taught you about being responsible from now on."

Peter nodded to her, "I will…I'm sorry for disappointing you Aunt May I never meant to do that."

She gave him a small smile, "I know Peter."

**NEXT UP CHAPTER 40: BEFORE THE BIG EVENT**


	40. Before the Big Event

**THE RETURN OF SPIDER-X**

**CHAPTER 40: BEFORE THE BIG EVENT**

It was near midday by the time Norman Osborn woke up, he slowly started to come around and he looked up. He was confused since the last thing he remembered was being in his office, then…It was kind of blurry after that but he thought he was in the elevator and then in the lower levels. There was a flash of a green mask and of laughing but that was it.

He tried to remember more as he saw he was back at his home and in his room. He was in his chair and in fresh clothing he couldn't remember how he got back or how he dressed himself. 'What happened to me last night? I could have sworn that I was thinking about something but what was it?'

Then he remembered the facility with the mutants being attacked. He quickly went to his computer pushing his little black out away as he went looking for any information about it. The authorities would already be onto that place given all that went on you can't hide that kind of thing. He looked through his computer systems and e-mails and other sources.

He had found a few memos and urgent news updates from his people. The facility was attacked but it seemed that there was a fire and explosions. From the reports that weren't going to be official the place was attacked soon after the first group. There were images of the security tapes that were found.

When he called up the images they were blurred and hard to see but what he could make out sent a chill through him. There was one of the Goblin Gliders but that wasn't the Hobgoblin on it this one looked green. Then he got more flashes of the green mask and of the gas again he had no idea what was going on who was behind that mask and how did they get into the vault?

He had no idea but he sent an e-mail for all footage to be destroyed before it was taken, from reading the damage reports the building housing the experiments and records was torched to the ground. Any link to Oscorp was in that building at least he hoped it was he'd have to try and cover his tracks a bit more.

He just couldn't believe this, the place was ruined and most likely all the subjects were gone now! And he lost the Spider Slayers as well it would take months to make new ones and those weren't cheap either.

Norman was frustrated, confused and above all angry as hell. How was he going to turn this around? Trask was most likely running scared now if he wasn't caught and there were still parts to that back-up Sentinel in a warehouse waiting to be shipped but that was unlikely. 'Wait…I still have that and the mutant scanning technology should still be in there. But I won't do this alone I need connections…'

Plans started to form up in his mind, maybe there could be a way to sell the plans for those Sentinels? With how the world was at the moment there were always some nations willing to have something to make them feel more secure and with the scanning technology say put into a satellite maybe he could track down mutants.

It shouldn't be that hard and with the proper partners they could make breakthroughs in genetic engineering making super soldiers, the Pentagon wouldn't care where the data came from as long as he could produce results. Norman went back to his computer and looked up any other information and there was a moment of good news.

Essex and Warren managed to get out with enough genetic data to the other site to continue their work. With Warren's cloning technology they could always make more genetic material to study and he was looking forward to that. Norman sat back in his chair, 'Maybe this won't be a total loss after all.'

Plus with Harry a friend with that Parker boy he could always learn more as well, he'd have to maybe tap Harry's private phone line to listen in. Any information that passed between the two of them could come in handy and he just knew that Peter would contact his son at one point.

Now there was just one more thing to work on, what happened to him last night? He thought about going to the doctor but what would they know? They'd only do more tests wasting his time, if it got bad enough then he would but maybe it was just stress. He couldn't really worry about that now he had to continue on with damage control anyway.

He had a lot of work ahead of him and he would do just that.

**-Brotherhood House-**

The Brotherhood were all getting a little cabin fever waiting for something to do, luckily no one knew they were mutants at the moment so they didn't have anything to worry about plus with all the mutant stuff on TV they were getting bored. Currently Toad was upside down on the couch, Fred next to him eating a whole pizza.

"Man this is totally lame yo, why can't we just go out and do stuff?" The gangly teen asked his larger counterpart. "I mean, where's the boss man and boss lady huh?"

Fred shrugged, "Don't know personally I wouldn't mind something to do as well. But at least we can still order take out, how much cash is left in the jar Mystique left?"

Toad shrugged, "Not sure haven't checked it out but man she better get back…Okay now you know things are dull around here when I actually want that woman back here. Hell I'm even thinking of using the gym, me of all people," Fred nodded his head he was hoping for some type of news or something soon all this waiting around was boring.

In the basement of the home Delilah was in sweats beating on a punching bag working up a sweat she too was itching for a fight. She was begging to use her powers at one point she was missing the street fights she used to go into. She just liked violence it was just something that she liked.

When the new members showed up a few changes were made one of them was the basement being fitted into a small gym area. There were mats on the floor, weight machines and other such things. Mystique wanted her new Brotherhood to be more fit and ready. And Delilah was one of the few that used this room all the time. The other new guys used it as well even Max and she bet it was because of his little thing with that Parker boy.

Max was in his room just reading up, he snuck out and bought himself a few science magazines and books to keep himself busy. Mainly those that were electronic based after all it was his specialty and he figured the more he knew about it the more he could use his powers in new ways.

Morrie was with Pietro playing cards with him they changed up the game now and then although the two of them were just as bored although it was odd how Pietro was a lot more upbeat then you'd expect when you find out your sister is flattened. Everyone thought it was either in denial, in shock or something.

The two of them were in the kitchen when they heard the front door open up. The two looked at each other, "We're all here right?" Morrie asked Pietro in front of him who nodded back they both left the table and ran off to see who it was that came in. To their surprise it was Mystique that had just walked in.

"Hey where have you been?" Pietro asked her annoyed at how they had been left out of the loop of things, "I mean you leave here and tell us not to leave, things go nuts out there and now you just walk on back can you please tell us that there is going to be some action soon?"

Mystique gave him a short glare, "I don't answer to you Pietro but with luck what I just sent in motion should have the desired effect. When the humans make their move so will we, now where is Sandra?"

"In her room I think," Morrie shrugged, "She's been kind of grumpy lately usually training all the time and staying in her room I think."

Mystique nodded as she walked past them making Pietro a little frustrated at not being kept in the loop. He had tried his father with the cell phone but he got no answer so far he never even got to tell him yet that Wanda wasn't dead. Mystique walked up to the second floor and came to Sandra's room. She knocked but got no answer so she opened it up.

The room used to be Tabitha and Wanda's but now belonged to the two new girls of the Brotherhood. There was a bed against each wall, separate dresser drawers and a full length mirror. You could tell which side belonged to which, Delilah had a more colorful color scheme for her side while Sandra was more gothic.

And there she saw her adopted daughter with headphones on and reading some kind of magazine. She walked over and took off the headphones. "Hey!" She shouted and looked up at who it was and her face fell a bit. "Oh you're back."

"Normally you're a lot happier to see me," She said with a small smile.

Sandra shrugged and Mystique knew something was wrong although she wasn't sure what to do she had several kids but hadn't raised any of them, it was times like this she realized just how little parenting skills she had. She sat down next to her looking at her, "Okay what's wrong and don't tell me it's nothing," She said in a serious tone.

Sandra was mute for a moment not sure what to say but then she said it, "I'm I just a replacement for you? Do you love your other children more then me and I'm just here because I just fill a void?"

She was taken aback by this and then got a serious look on her face. "Sandra look at me, I may not have given birth to you, you may not have been the first child I took in but that doesn't mean that you're any less precious to me."

"I love you and I care about you, you're the only person here that does that and I will do anything to protect you. You _are_ my child no matter what and never doubt for a moment that I don't care. You are not a replacement but you do fill a void in me."

Sandra blinked a bit feeling the sting of tears no one had ever loved her not anyone in her life but for the first time she knew what it meant to be loved. She felt a bit like an idiot for questioning that but she had to know, she had to hear the words. "Thank you…Mother." She said and went over and hugged the blue woman.

Mystique hugged her back and she felt that missing piece of her life fill, the love of a child. She wanted that more then anything and now she had it. Yes she cared for Rogue and Kurt but they didn't want anything to do with her and that hurts a mother more then anything. But feeling Sandra there hugging her helped to dull that pain away.

"I should be thanking you, you are my favorite child." She whispered to her.

Sandra's heart leapt to her throat feeling that and a sense of pride she smiled at the thought of her being the favorite. Above Kurt and especially above Rogue, "I'll never let you down mother, I'll show you just how proud you can be of me and I'll do anything for you. I'll be the best there is, you'll see."

Mystique smiled as she stroked her long black hair, "Oh I don't doubt that, and if all goes well you may get your chance to do just that."

Sandra pulled back a little looking up into those yellow eyes, "What do you mean?"

Mystique got a slight predatory grin on her face, "Let's just say that the Sentinel was just the opening act, now that humans know of mutants they are scared. And I had to go and let someone out to make them more scared. Soon they will turn their armies against mutants and all mutants will be forced to fight back."

"We're starting a war!" Sandra was totally shocked at that sure that's what Magneto preached about the coming war but she never expected it to happen so soon.

"Do you have a problem with that?"

Sandra's face turned into a mirror image of her mother with the same grin and gleam in her eyes. "Hell no, I owe humanity nothing. My parents and everyone I knew was human and where did that get me? Nothing but abuse, drugs and nearly a pathetic death, no if the war is coming I want to be by your side when it all goes down."

Mystique smiled at the young pale goth girl in black. "Now I truly am proud of you Daughter."

Sandra giggled a bit at that and Mystique stroked one of her strands of raven hair, "Well then the plan is all goes well is wait and when the time is right we strike. Electro is going to be used to take out the power plant for the entire New York area, and we hit other main infrastructures in the New York areas if all goes well and then we start rounding up all mutants we can for the fight to come."

Sandra smiled as she rested against the mother and hugged her happily. She could just see it, her with her mother fighting the humans as they fought along side each other. She didn't care after the war but she just wanted to be with her mother the only true family she had in this world. She only hoped that she could be as good a mother one day when she was ready to have kids.

**-X-Men Camp Site-**

The X-Men and New Mutants were finally packing everything up this day. No one was sure what the plan was or if there was one. But everyone was glad that they would be doing at least something. There was a slightly energetic feel in the air about actually moving forward.

Plus there were a few other things as well a few people noticed the slight change in two of the couples of the Institute. Jean and Scott were giving each other secret smiles the entire day and then there was the odd thing about how they were talking to each other. They would just stop talking and then pick up the conversation like they hadn't.

Sometimes they would say something to the other like they had said something and the other would respond like they had said it. If it was just Jean they could have put it off as her telepathy but the fact Scott was doing the same. And the two of them had been so busy it was like they didn't notice, which for them was a good bet actually given how long it took for them to just admit that they liked each other more then just friends.

Then there was the fact that Peter and Rogue were still a bit more happy then normal it wasn't long until a few people were starting to noticing this. But before anyone could question the couples any further Xavier and the other adults had called them together for a meeting when they had just finished loading the last of their equipment and supplies.

Xavier gathered them all together as he looked over everyone present, "Well I know this has been hard road but I felt that we should take a more active role in things. I had hoped that things would calm down but instead they haven't. I'm afraid that if something isn't done soon then things may get even worse."

He didn't voice his fear about what if someone in the government tried to make a very stupid decision in regards to mutants. "So I felt it was time to take action."

"So what are we going to do?" Evan asked him from the gathered students, he like everyone else was eager to know what the plan was and how they were going to get some semblance of their life back.

Xavier went on to explain, "We're going to go to Washington ourselves and make our case to them and to the world."

There were a few audible gasps from the group there as they some started to talk to others about what they thought about that. In some respects it was like walking into the lion's den but in others that was where the power of the government was and if they could be heard and make a difference it would be there.

Xavier waited for the noise to die down, "And we aren't going alone, we felt that if we had a few humans with us showing that they weren't afraid of us then it would help us out. It would show that humans and mutants can get along which is why May will be there. We also got in touch with Dr. Connors he and his wife and son will want to do this as well."

"Billy is coming here?" Jamie asked as Connor's son Billy was a close friend to him and Spyder. In fact they played together all the time and it would be nice to see him again, even noticed that Ollie was smiling a bit at that as well. They both hadn't seen him since all this happened and they both only had the chance to call him at least once each.

"Hopefully this will help so we'll be taking a detour to Bayville on our way to Washington." Xavier explained.

Jean got a thought then and stepped forward, "Professor what is we got more support? I mean there are others I could ask Taryn to come too. I'm not sure if she's up to it but it couldn't hurt to have more people with us that support us."

"Yeah and I could ask Paul too, in fact I think he'd jump at the chance," Scott put in his thought about this as well. Plus he knew that Paul had wanted to see the X-Jet ever since he told him about it well this was his chance to see and ride in it. He got a small grin on his face at the expression Paul would have when he save the blackbird.

Peter thought about Hobie as well and although he didn't know where he stood on mutants maybe he'd give a call while they were in the air and see how he felt as well. So far he hoped this would work out he liked the mansion it had become a real home for him and his aunt these past months.

They had gotten to know the people there, made friends, and in his case fell in love. He was still holding Rogue's hand the two of them after last night couldn't stop themselves from being close as he glanced at her. She really was beautiful he felt even with the makeup, and last night she seemed perfect.

He thought of the 'punishment' they would get when they got back but it was worth it he couldn't wait to sleep in a bed again. Then he grinned about the thought of sleeping in his bed curled up with a certain goth girl. It was definitely one more reason to get their lives back.

"Well then are there any questions?" Xavier asked them all and there weren't really any. The X-Men would be in the Velocity while the others would be in the X-Jet given there was much more room in there for everyone else. By the time they took off their hopes were soaring high that soon very soon things maybe be going on the right track.

So far they got back their lost members, everyone was together again, they were finally moving forward with a plan. So far their luck was running on a hot streak and they wanted it to continue. If it did continue only the next forty-eight hours would tell.

**NEXT UP CHAPTER 41: MUTANTS ON CAPITAL HILL**


	41. Mutants on Capital Hill

**RETURN OF SPIDER-X**

**CHAPTER 41: MUTANTS ON CAPITAL HILL**

They had just left Bayville behind them as the X-Jet now held a few more people in it. The Connors were there with Billy with Jamie and Spyder all excited about being in a real live jet plane. Plus he had missed his two best friends, and he wanted to help out if he could. There was also Paul who just like Scott said was totally thrilled to just see the X-Jet and Velocity.

Amanda was there since she wanted to be there for Kurt as well. Although she wished she could see him in the helicopter but they had no more room. But it was nice as well, she had told her parents that she was going out and would be back later that night. Xavier told them they would fly them back by tonight and since school was still out at the moment she had no real curfew.

Taryn was also there as she had told her mother she was going to see some friends which she knew was technically true. Paul had to say something similar and Peter had gotten in touch with Hobbie and had a long talk with him about the whole mutant thing. It was nice that he said that he had no beef with mutants and would still be their friend.

Unfortunately he had to stay home and look after his younger brother so he couldn't help out like he wanted to. Peter called up Mary Jane and Harry but Harry said he couldn't because his dad was around and he couldn't figure out a way to sneak off. Mary Jane was actually grounded. Turns out her mother called up Liz's home to check up on her, so when Liz's mom had no idea that Mary Jane was supposed to be over there the red head got in major trouble.

She was grounded for a week at least, so she just wished Peter and the others the best of luck. Peter was a bit disappointed but it was still nice to know that he had friends out there wishing them on. Scott was on the line with the others in the jet since in the Velocity it was X-Men only with Logan flying.

"So how are you guys enjoying the trip?" He asked through the radio in his hand.

In the back of the jet Paul was grinning and Taryn was a bit nervous she never did like flying much. "Well I'm going great but Taryn looks a little green." Paul laughed as she shot him a glare. "This thing has barf bags right?"

"Yeah they do just in case." Scott told them. "And thanks again for doing this even though you didn't have to."

"Trust me after everything you guys had gone through it's the least we could do," Taryn told him it had been strange to learn that her best friend was different but she had come to accept that. After hearing what happened to Jean with her being kidnapped and put in some tank to be experimented on she just didn't know how to deal with something like that.

She couldn't believe there were people that sick and twisted in the world. Jean kept saying she was fine but she knew her well enough to know that it did bother her she was just not letting it show. Although there was something else as well, she had noticed something else about Jean. There was something else going on but it was more positive Jean had this smile in her eyes that she had never seen before. She was interested to know what exactly but she would have to get her alone later.

"Guys can't you just use Jean's power to talk?" Kurt asked behind them, "I haven't talked to Amanda and vhen I do she has to go zhe jet."

Jean smiled and touched Scott's shoulder, "Come on let him talk to his girlfriend."

Scott sighed and handed Kurt the radio as he happily started talking to her. Jean leaned back and closed her eyes and took Scott's hand to help keep in contact since touching helped._ 'Guys can you hear me?'_

"Jean?" Taryn asked looking around.

'_Just think it.'_

'_Like this?'_ She asked and started to feel a new presence in her mind it was strange like that feeling you get of someone looking over your shoulder only closer. Then she felt not just Jean but Scott and she thought Paul as well. She looked at him as Paul looked back as the two could feel each other there. It was strange and yet it was oddly comforting.

'_Wow this is…Man I don't have the words for it.'_ Paul thought and there was laughter heard and they noticed it was Jean. _'Is this what it's always like?'_

'_Pretty much.'_ Scott told him.

Little did they know that not too far away on a freeway going to the New York area was the foster brother of Professor Xavier. Cain Marko also known as The Juggernaut, the massive man in the brown armour was a nearly unstoppable force. He had no idea how he got out of that prison tube, maybe the system caught a virus and he caught a lucky break. Well he was never one to over look a lucky break.

After trashing the prison he was making a direct line to his 'brother's' place, as well as causing as much mayhem as he could on the way there since he was extremely pissed at not only being put back in that prison. A prison where he couldn't feel his body, where he felt like he was trapped in an endless voice, his mind fogged up from all the drugs they pumped him up with to keep him asleep.

Oh yes he was very angry at that, but he was also furious that he was beaten by kids. Kids! Him the unstoppable Juggernaut was taken out by a bunch of punk teenagers. Last time it took over a dozen special SHIELD units to take him down with Xavier's help. This time he was going to break every one of this kids and make Charles watch as he did it too before he finished off Charles.

He was always the favourite, the one his father liked more then his own flesh and blood son. The one that was the son of that stupid woman he married only for her money. At least she had the good graces to die soon after.

The only problem with his powers was trying to get from place to place, trains were the best way but there were no trains going to Bayville he would have to cut across this small town. There was a dame there if he remembered right. He smiled as he got an idea, maybe he could lure them to him as well.

He was walking the freeway, a car came at him and he just swatted it aside. It slammed into the railing but he didn't care about the person or people in there. Why should he? No one had ever cared about him so he owned the world nothing. But he was denied what was his, Charles got everyone handed to him, the home, the money, his father never beat him like he had to himself.

"I'm coming for you 'brother' and this time I'm going to take everything you care about." He said to himself kicking another car aside. He noticed this had been a state trooper one and grinned. Good the more mess he made the more attention and he just knew his dear brother Charles just couldn't sit back and do nothing.

Back with the others Xavier was trying to mentally prepare himself for what was to come. He was thinking of all the possible ways to work what he had to do, what kind of reactions and questions that would be asked of him. He had a lot to do but he hoped that this would be enough. There was a meeting in Congress at the moment that they were flying to and it would be there that he would make their case.

He was pulled out of his thoughts though when something caught his attention. "Charles wake up," Came Beast's voice from up in front, "We have a serious problem old friend."

"What is it?" He asked him.

"I was scanning the news and police bands to see how things were in the area when I came across a report of a large armoured man that was damaging cars and buildings." Hank told him and Xavier felt a chill run down his spin. He didn't want to believe it at first but that could only be one person.

"This is bad for us all Henry," Xavier sighed this could ruin everything they had planned. They had to stop him but they also had to make their voices heard. If they were at the congressional hearing then how would they deal with Juggernaut? He would ruin any chance of someone listening to them.

If they just fought him then it would only show mutants as dangerous.

"Charles?" May's voice called him out of his thoughts and even though she wasn't sure who this Juggernaut was she had a feeling that he was a danger and he was.

Xavier had to make a choice and when you had two options and none of them were any good there was only one thing left for you to do and that was to make yourself a third option. "Hank patch me through to Logan and the X-Men. I have something for them that they'll need to do while we are in Washington."

**-Osborn Manor-**

Norman Osborn was in his personal room again, it was a large area where he worked that was just like a lot like the other rooms, only this had windows that went from the floor to the ceiling so he could look outside to the city. But he wasn't looking at the city but he was looking at the large TV screen.

He had been watching the Congress meeting when they started up on a mutant attack, a large man in armour terrorizing the local area in the New York State area. He frowned wondering why this mutant person was doing this? Maybe with the exposure he didn't want to hide but at any rate the sheer power he seemed to have was immense.

He was throwing trucks around like they were just toys to him. Such power put to suck petty waste. It was so disappointing to see this man use his abilities like this. If only he had gotten some of his DNA for his experiments, could you imagine the price for a troop of soldiers with that kind of ability? Anyone would pay through the nose for that.

But there was another thought that occurred to him and that was if this was blasted all over the news who else was watching. And he had a feeling that if anyone was those mutants that broke into his facility would be. His blood just boiled, all those months and expenses were now gone. More loss for his company and he was getting sick of this!

His fists clenched into balls the knuckles were white as his fists were shaking in rage. Thos mutants had cost him so much and he still had to make a profit. At this rate those mutants will drive him into bankruptcy. He wanted to get even with them, to show them that he wouldn't just take this.

But what could he do? It was too late to hire someone and the thought of just sitting back while those people most likely will swoop down and stop this renegade most likely looking like heroes really fuelled his rage. He wanted revenge he wanted to hurt them he wanted to make them suffer.

He felt dizzy for a moment like the world was spinning. "Maybe all this stress isn't good for me…I'll just take a moment to rest and calm myself." He said to himself rubbing his head. He walked off to his room to rest up.

He went to his bedroom and he lay himself onto his bed resting his eyes. Before he knew it he was fast asleep but it didn't last long. While he slept his mouth twisted up into a smile that was anything but friendly.

His eyes popped open and they were the same eyes but there was only cruelness in them. They were hard, with a hint of madness and looking into them now you'd know that it wasn't Norman Osborn but something else much more sinister.

"HA-HA-HA-HA-HA!"

**-Washing DC-**

In the congress building a congressional hearing was in full session, everyone was in attendance and that was a rare thing since usually there were a few there couldn't show up but this time everyone was there and everyone was walking about the mutant issue. Everyone had their opinion on it as it was also being tapped by several cameras for the public to view.

It wasn't normal but then with this issue many felt the people needed to know that they were doing something. Of the main speakers a Congressman Owens currently had the floor, "We have to do something, things are getting totally out of hand. These things have been walking around for who knows how long doing god knows what. We need to know who they are and contain them. We've seen just a few of them can do we need action to save our children, our families."

There were many voices talking after that and there was an air of fear in the room.

Just when he was about to speak up again the doors in the back opened up as several people started to walk in though, with Xavier there in the lead. "I would like to say a few words."

"Who the hell are you?" Owens said angrily he really didn't like to be interrupted his speech people had worked hard on this after all.

"My name if Professor Charles Xavier," He noticed the reactions he got, "Yes the same one that ran the School for Gifted Youngsters. I wish to speak out for mutants for our voices to be heard as well as the voices of others."

"Why would we let any of you speak we saw what you did in New York," Owens shot back at him, "And what about that so called school of yours? We found all sorts of things that no real school should have like those secret lower levels."

"That is precisely why I want to speak to explain and to tell our side of things." Xavier said calmly to him. There was some controversy but eventually they decided to let them speak. Xavier took center stage Ororo and Hank there. The Connors were there as well was May, Taryn, Paul and Amanda as they were obviously nervous.

"Thank you all for letting us talk. I want to start off by saying that we're not monsters or something you need to be afraid of. Yes we are different some more then others but we are people all the same. We live, we love, we fear. We do all the things you do, have the same dreams and nightmares."

"We were lured to New York because a man captured one of our own, we went to rescue them and fell into a trap," He didn't bring up Magneto at the moment since it was still unclear what totally was going on. He had this theories but he didn't want to voice them. "We had to defend ourselves and also trying to protect any innocent people as well."

"When we returned home we were attacked by an unknown party as you most likely seen of our home. We aren't sure how and we fear we haven't seen the last or that this person will be alone. All we want is to live our lives as everyone else."

"Well that was all well and good Mr. Xavier," Owen said clearly not impressed with Xavier's little speech. "But I think the human population would like some reassurance so they don't have to worry about your kind."

"Then why not ask them?" Dr. Connors stood forward, "My name is Dr. Curt Connors and I teach at Bayville High, and I'm not a mutant. In fact my family is totally human," This got several surprised reactions out of everyone there.

"I'm telling you as a fellow human being that these people are not a threat, my family is close to them. I teach their students and they are bright and good kids. My own son plays with two of them who are his best friends. My wife is good friends with Miss Ororo on my right here." He gestured to Storm.

"And I myself have many entertaining talks with Hank McCoy here," He gestured to Beast, "In fact Mr. McCoy was a teacher and when his mutant changed him as you see now he had to flee. He had to give up his life as a teacher something he loved and the kids loved him as well. He was a very popular teacher and when I took over all I heard was how well the students liked him and missed him."

Hank smiled he was touched by his friend's words and he did miss teaching at Bayville and it was nice to hear his absences was missed.

"We also have others where, friends of the students as well." Connor told them all as Taryn, Paul and Amanda stepped up to show that they were humans that stood with the mutants.

Connor wasn't sure what to say but May stepped up and touched his arm and he let her take it from there. "Now I know nothing of politics, I'm not a fancy public speaker my name if May Parker and I'm pretty much the most ordinary person you could meet. I go to church, pay my taxes and I've barely left the New York State area."

"I raise my nephew Peter now, his parents died and my husband and myself took him in and raised him like a son. Not long ago my husband died and that left us being on our own. Our family was just the two of us then. My nephew is one of the most decent and kind people I have ever known. He has a heart larger then most people and he cares about those around him even strangers."

May smiled a bit knowing just how much Peter cared for people, "When I learned that he was different that he had powers well I was surprised and shocked. But you know what? He was still my nephew nothing had changed and I still loved him. In fact when Xavier offered him a place he would only go if I could go too. At first I thought I wouldn't fit in because I am the only human there all the time."

"But as I started to care for the children they started to become like an extended family. I've seen them laugh, cry, get into trouble, do amazing things. They are just like every other child out there. Some of them don't even have homes anymore, some come from broken homes or some had their parents throw them out because they were different." Her face took on a note of sadness at the pain she had seen in some of them.

"But these are good children at heart, and I believe in them. They shouldn't be punished because of what they are. I've seen this before, I've lived through the time when blacks in this country couldn't use the same fountains or eat in certain places or even vote." She sighed remembering those dark times.

"Those were not pleasant times and I fear that we could be moving back into that. And some don't even know they are mutants, you yourselves could have a mutant in your family and not even know it, they may not even know it and if they are then what? Do you cut them out of your life? If it was your child could you throw them away?"

May let that hang there in the air as everyone started to think on her words, some just didn't listen or care, some of the older ones knew that period because they had lived through it as well. Some were actually moved while others just didn't know what to think anymore.

Then an aid to Congressman Owen and handed him a remote and whispered something into his hear. "Well now that is all well and good but if mutants aren't a threat then maybe you all can please explain this to me?" He clicked on the remote and a screen used for various means came alive.

It was a live news coverage of the Juggernaut as he was trashing a dame, one that if he broke would flood a small town. Owen looked back at them daring them to give an explanation about all of this to him.

**NEXT UP CHAPTER 42: FIGHT FOR THE FUTURE**


	42. Fight for the Future

**RETURN OF SPIDER-X**

**CHAPTER 42: FIGHT FOR THE FUTURE**

The X-Men were flying straight to the Juggernaut while Xavier and the others went to Washington the mood wasn't exactly that great. Most of them had been there the last time they fought him and they weren't looking forward to round two. Peter and Wanda hadn't really fought him, they had in the simulator but not in real life.

Wanda wouldn't show any kind of fear but seeing how worried everyone looked was getting to her. Especially from Evan saying how even in the simulations Juggernaut had gone down too easily. And the last time they ran that, it took them nearly twenty minutes of battling to get that helmet off on her first run. So that wasn't really encouraging to her.

Peter was just as nervous but he handled it in his own way, making jokes. "So does anyone know where he gets that armour? I mean seriously when did the Big and Tall stores start to have a medieval line of clothing? Come one who wears armour now a days and the guy is a walking tank, does he need to dress for it?"

"Kid do you make more jokes the more you get nervous or what?" Logan asked him from his seat.

"Oh come on I don't do that," Peter crossed his arms and looked about the window for a minute, "Okay a man walks into a bar and says…ouch."

Rogue took his hand trying to reassure him that it would be okay. He grinned back at her feeling a bit better, although this was Juggernaut. The guy was like the walking boogieman for this team, pretty much the heaviest hitter that they had ever come by and here he was going to fight him. At the moment he kind of wished he could have stayed in bed with Rogue at this point but if the team needed him he would be there.

"So what's the game plan man, we do got one right?" Evan asked Scott and Logan, personally he hoped so, he didn't want to go into this without one. He was in no mood to get his head kicked in.

"We'll just have to go in hard and fast, try to keep him off balance and hope to get his helmet off so Jean can use her telepathy." Scott said to his team.

Jean bit her lower lip, she wasn't sure that she could pull this off. Sure she was a telepath but she wasn't in Xavier's league and she had never had to try something like this. Her telekinesis was her stronger power, she knew she should train her telepathy more but she mostly just kept her mental shields intact.

Scott could see and in a way he thought could feel how she was and touched her hand. She looked up and him and he gave a small smile, 'I know you can do it Jean.'

She gave a small smile back at him, feeling a bit better but not totally. This would be very hard but she had to do it, if she couldn't then what else could they do to stop him? Jean gripped his hand in return, it helped to give her some strength to know that he was there, and that he believed in her.

"Heads up there's the dame," Logan said as they saw it. He was bringing them around as they saw a few other helicopters, they looked like news helicopters and Logan grumbled something. He couldn't understand how people can just sit back and watch stuff like this happen. He already saw the wreck of what looked like a military chopper, it looked like Juggernaut threw something heavy that took off the tail part.

"Okay I'm taking us down at the end of it," He told them as they got ready, they could see him now standing there in the middle of the dame looking at them. Thankfully he wasn't anywhere near something he could rip out and throw at them.

"Okay when we land everyone get into position, Peter, Kitty and Kurt. I want you three to help take his helmet off. The rest of us will try to cover you and keep him busy." Scott told them as they landed. The X-Men exited out of the hatch quickly as they came face to face with Juggernaut who was walking towards them.

"Well I just knew that Charles would send his children to their deaths," he said as he walked towards them his feet making large thumping sounds from his weight. The man looked like he could lift up the world given how large he was. "But I was hoping to see my good for nothing brother here, but breaking you apart will be almost as good."

"Okay everyone you know the plan," Scott shouted out as the team started to move out. Scott sent several optic beams, while Spyke fired out a few bones spikes at him. Wanda threw a few hex bolts, she was surprised how little effect her hex powers had on Juggernaut. She had been trying to make him fall down of something but he only just barely budged.

He mainly ignored the other attacks but he was focused on them, which was good since Kurt ported himself, Kitty and Peter behind the large man. "Okay vell zhat vas the easy past," Kurt said to himself.

"Yeah like no kidding this isn't going to be easy he's not stupid and once he figures out we're here he's totally going to be ready for us." Kitty said as they moved closer to the large man as the other tried to keep his attention off them.

"Yep but then that's why we're the heroes, if it was easy then anyone would be able to do this." Peter said to them, "So who wants to go first?"

Jean was taxing her powers to their limit when she was trying to hold Juggernaut back, but it was like trying to hold back the moon or something. She was slowing him down but that was it, and she could already feel the pain in her mind from overworking herself. "I…argh…Really hope they hurry…" She strained out as her body started to shake a bit.

"You're doing great Jean," Scott told her as he fired a blast to cover Logan who went in close to attack him, his claws only a slight annoyance and he backhanded Wolverine the blow sending him back at least twenty feet, and left a ringing in his skull for a moment.

"You think you can stop me? I'm the Juggernaut! Nothing stops me!" He yelled out at them but then he heard the porting sound of Kurt's power and felt one of the latches of his helmet came off. "Oh no, not this time you little blue freak."

He managed to grab Kurt and threw him off the bridge, Kurt quickly teleported himself as soon as his body was over the railing and had a not to pretty landing on top of the dame. "Oh man I do not vant to do zhat again." He sighed feeling his heart hammering, some days it really paid off to be a teleporter.

Peter took his turn this time leaping the distance while his back was turned. He landed and managed to get one of the latches off before a giant fist slammed into skull sending him to the ground in a daze. His vision was blurred and for a moment wondered if he had a concussion when he saw three Juggernaut boots about to come on down on his skull.

He felt a weight on him and suddenly he was moving through the ground and into the dame, when his vision cleared he saw it was Kitty, "Nice save Kitty."

She smiled as she helped him up, "Like no problem you okay?"

"Other then a few killed brain cells and I think I lost some of my childhood memories yeah." He shook his head as he grabbed her and fired a web line for them to get to the ceiling so she could phase them through it, back up to the fight.

When Rogue had seen Peter go down she got both very afraid and angry at Juggernaut. Then Kitty had come in with the last minute save so now she was just really pissed off at Juggernaut. First he tried to throw her brother off a dame and now tried to flatten her boyfriend. Well she wasn't going to take that and charged in, "Hey you, why not try hitting a girl!"

With her new found speed and agility she ducked under a vicious haymaker and actually managed to jump on top of him she struggled fort he latch and just when she got it he grabbed her by the waist and slammed her into the ground. Her entire back hurt as she cried out in pain. "Try to hit a girl huh? Well if that's what you want." He raised a fist about to pummel the goth.

Webbing suddenly covered the front of his mask blocking his eyes and mouth holes, "Get the hell away from my girlfriend!" Peter yelled out sending a dropkick to the helmet trying to get him off balance. He was a little off balance already from trying to get the webbing off and Peter took advantage of that and picked up Rogue and got out of the way, as Scott and Wanda blasted him with their powers.

"You okay?" He asked her as she was holding her ribs.

"God ah hurt…but yeah ah think so," She gave him a small smile, "Thanks for the save."

"Hey I owned you one, besides no one manhandles my girl and gets away with it," He told her making her blush just a little.

"Less flirting more fighting you two," Logan said to them as that broke them out of it and they went back into action, seeing as Juggernaut had just ripped off the webbing at that poin. It wasn't an easy fight, as they only had on latch left but Juggernaut was also trying to put the latches back on, so they had to pour it on when he did forcing him to attack them.

Peter was about to try another web line to the face when his spider-sense went off only this time it was to the right and from high up. It wasn't Juggernaut setting it off and he looked just in time. "Incoming!" Spider-X shouted out as everyone close to him he pulled out of the way as and explosion went off.

Everyone looked to see where that had come from, even Juggernaut was surprised by that little turn of events and took a moment to look. There was the sound of maniacal high pitched laughing with the roar of an engine. There in the sky on something that Peter had seen before that the Hobgoblin used was a batglider. At first he thought it was the Hobgoblin but when he got a better look this was different.

This one had on no cloak, and instead of being brown and orange this one was green and purple. "Oh man not another one," Peter said to himself picking himself up.

"Well if it isn't the mutant brat brigade," The mystery man said as his glider hovered there in above them. "You know you're becoming a very big pain in my backside."

"Man we don't even know who or what the hell you are." Evan shouted up at him.

"Oh yes introductions. Well let's just say that a…third party that I'm close to had a vested interest in that facility you trashed to free your friends. Do you have any idea how much money and resources you cost? Hell I had to go and clean up the mess thanks to you lot."

"Wait you're the one that burned it down?" Kitty was surprised that someone would go that far.

"Correct, now as for my name you can call me the Green Goblin, oh and here's my card!" He threw a pumpkin bomb at the mutants which Jean managed to deflect.

'Great this is just what we didn't need,' Scott thought to himself as he has to think fast. "Spider, Nightcrawler, Jean take care of that guy. The rest hit the Juggernaut!"

"Ah so you're sending them out to play, how nice." The Green Goblin laughed as he saw one of the news choppers and got a wicked idea. "Although I doubt you have enough to save the lives of those people and fight me off."

"Vhat is he talking about?" Kurt asked Jean as she then watched in horror as he threw a bomb at the tail section of the news chopper. "Oh god," Kurt muttered as the craft started to fall.

"Jean try and slow it down, Kurt get them out of there, I'll try to hold it!" Peter shouted as he jumped over the damn. He fired two web lines and then stuck himself to the bridge. Jean reached out and when Peter's webs stopped it she made sure it wouldn't smash up into the side of the dame.

"Hurry Kurt!" Jean said and immediately he went into the helicopter. The people were of course scared out of their minds and so he just grabbed one and teleported them to one of the sides of the damn, then going back to the others.

The Green Goblin however wasn't done yet, he laughed as he targeted Jean and threw several razor bats at her. She kept up the vehicle for as long as she could but she had to get out of the way. She was too tired to put up another shield, so one of the bats cut her arm. She gritted her teeth placed a hand onto the wound, it wasn't too deep but it hurt like hell.

Peter felt the extra weight and grunted as now he had to keep it up all by himself. "Oh man hurry up guys," he muttered to himself. He wouldn't let this fall but it felt like his arms were nearly about to pop out of his sockets. Peter just prayed that he could hold off, he had to no matter what he knew he had to hold on. No matter how much his arms were burning, of the fact his hands were shaking from holding the webbing he would hold on.

"Well look here, the spider is all along well that's just perfect for me!" Green Goblin laughed as he threw a bomb. Peter's eyes widened under the mask he had to think quickly, he let himself fall just enough for the bomb to hit the wall. He stopped himself and cried out as his arms took the strain of stopping the helicopter by himself.

"Oh man I don't think I can do that again," Peter moaned feeling some chucks of the wall hit his back. The Green Goblin came back and this time fired off several bombs, and Peter knew he couldn't dodge them he just couldn't. He had to hold on as long as he could.

He felt the bombs go off lifting him off the wall, it was like things were in slow motion as he fell. He tried to still think of a way to save the people in the helicopter but he couldn't think of anything. He wouldn't accept that there was nothing he could do, not this time.

But Kurt appeared and the next thing he knew he was back on the dame with Jean. "Kurt what about the others? Please tell me you got them all."

"Ja, I got zhem don't vorry about it." He assured Peter as he gave out a long sigh.

Scott was having his own problems with the Juggernaut, they still have trouble with that last latch. Evan was out at the moment as Logan was helping him up, Juggernaut had ripped out part of the dame and thrown that and Evan had just barely managed to dodge it. "You kids think you can stop me? I'm the one with the power here and you kids got nothing." He taunted them.

"Power, you want to see power well then fine take this!" Scott had never done this before, hell he didn't even knew what the limits of his powers were. He was always too afraid to let loose and see what they could do when he untapped them. But now he had no choice, he had a clear shot and took off his visor. Red optic energy was unleashed like a tidal wave, but still the Juggernaut kept on coming.

Scott poured on the power he felt it rushing through him, it felt like his brain was heating up and his eyes were full of static electricity. He could see him getting closer but Scott pressed on, even when he felt like he was draining himself. He never thought he had a limit but it felt like he was tapping into power he shouldn't, like he was using too much, too soon and too fast. For a moment Scott wondered if this could kill him? Could he literally use so much energy that it would take his very life force?

He didn't know but someone had to stop this monster and he tried so hard and yet the large man kept slowly moving forward. Then Cain Marko was on top of him and his massive fist wrapped around his face covering his eyes, Scott cried out as it felt like his skull was in a vice.

"Now I got you, let's see if I can pop that head of yours like a zip-huh?" He heard the last latch unhook and looked to see Kitty there, she had phase through him and actually unlatched it while she was partially still in his body. She jumped forward and grabbed Scott phasing him out of Juggernaut's hand.

Cain quickly tried to put it back on but it wasn't easy with his build, but something snagged his helmet, he felt something connect and looked. Peter had web lined his helmet, "Hey mind if I borrow this? No? Thanks!" He pulled and the helmet popped off.

Peter thought of taking two birds out with one stone and used the helmet like a projectile at the Goblin. The villain in the sky saw it coming and just narrowly avoided a head on collision. However his glider got clipped from the helmet. He was surprised the armored dome did so much damage as he had to fight for control.

The Goblin sneered at the kids, he couldn't control his flight and he was losing altitude, if he didn't pull out of the fight and look at the damage he might not be able to get back. He hated losing to these kids, these mutants. But as his glider started to slowly fall he manoeuvred it to the small town down bellow. He would get it fixed, go home and then plan for the next time.

This wasn't the end, oh no he would be back and next time they wouldn't get off so easily.

Jean meanwhile was trying to get into Marko's head but it wasn't easy he was fighting her. She was panting and sweating now as she strained to get into his mind. Cain fought her off as he moved forward he wouldn't go back to prison he wouldn't be locked up again. He saw Kitty helping a tired Scott and he made his way to them.

Jean saw this, saw him moving to Scott, her Scott. She couldn't let him hurt him, she wouldn't! She focused even more power going to her limits and then digging deep down and putting all her strength into it. She saw Juggernaut raise a fist to the two of them, "NOOOO!" Jean screamed out and her powers unleashed on their enemy.

Juggernaut screamed as his brain was on fire, he held his hands to his head crying out in pain. Then finally he fell, there was a large thud as he hit the ground and he wasn't getting back up anytime soon. Jean dropped to the ground as well totally exhausted.

The others started to pick themselves up, it had been a long and hard fight but they had done it, they had beaten him. They were blinded as more spotlights hit them and they saw more helicopters show up but these well all black with a logo on the side.

"Are those things from SHIELD?" Wanda asked holding her arm which had taken a blow in the battle.

Logan grunted, "Yeah figured for Fury to show up when all the hard work is done."

**-Congress-**

Back in the congress building everyone had seen the heroic fight, the appearance of that Green Goblin, the rescue of the news crew. Everyone there had watched it in silence and in awe at what those people had done. They had saved the town and managed to defeat the Juggernaut.

The news crews were still shooting as the reporter said that to him these kids were true heroes at what they had done. Everyone across the world had seen this battle as the mutants put their lives on the line, and for those in Congress it put things into perspective.

Congressman Owens was at a loss for words at the sight of that. He expected nothing but destruction and devastation, not what he was seeing. "What just happened?" He asked no one in particular.

"That gentlemen and ladies is what my school is for," Xavier said proudly at how well his students have done. "We teach them how to control their powers and to use them for good. We are here to ensure that there is peace between humans and mutants. As we have shown, we are not all the enemy, there as bad mutants yes, but there are good as you can see there on the screen."

"We are just like you in that regard there are the good and the bad, and my dream is for a world where we can all live together as equals. They didn't have to go out there and stop him, they could have sat back and did nothing, but this is not the case. And I hope their actions here today show you all that we can live together."

After the events of the broadcast congress went into a debate and with the majority had agreed that mutants would have the same rights as everyone else. There were some still opposed but for now mutants everywhere were just as much a citizen as they had been before mutants were exposed to the world.

**NEXT UP CHAPTER 43: HOME SWEET HOME**


	43. Home Sweet Home

**RETURN OF SPIDER-X**

**CHAPTER 43: HOME SWEET HOME**

Norman Osborn was back in his office too deep in through to really think about things. When he woke up he had seen the news about last night, when he had seen someone in that Goblin gear attacking those mutants he bolted from his home. He quickly made his way to the main Oscorp building where he kept the spare equipment, he then found the entire vault empty.

Someone had taken all of his equipment and when he questioned the security staff they had said they had gotten orders that all equipment was to be moved. He wanted to fire the lot of them but when he checked the security arrangements they had been in his name and with her personal security codes.

No one was to have access to that, but he didn't remember doing any of that. All video logs had been deleted as had all files on what trucks took the equipment. There was no trace of them and now Norman had no idea what was going on. The most logical was that someone had somehow managed to access his personal codes, with that and a few examples of his signatures a person who could gain that would have the ability to pull of this theft.

But the question was who? He already had his security people doing full checks on everyone, starting with the new employees and then moving on up. To him no one was above suspicion. It would only be a matter of time before he rooted out whoever was behind this.

"Mr. Osborn you have a call on line one sir."

The growled out as he pressed the intercom button, "I said to hold my calls." He snapped at her thinking of replacing her soon as well.

"But sir…It's Mr. Fisk…"

Norman paled at that, the Kingpin was one of the extremely few people that he wouldn't ignore. And he had told his secretary to always let him know when he called in, "Uh…Thank you."

He reached for the phone and picked it up, "What can I do for you Fisk?"

"Ah right to the point, how very blunt of you," Wilson Fisk stated in his chair looking out over the city in his own large office. His chair was especially made for him given his large size after all. "Tell me Osborn why is it that I saw someone who looked a lot like my Hobgoblin only green on the news?"

Norman had forgotten all about the Hobgoblin weapons he had supplied Fisk, he knew that he couldn't lie to him. That was as good as a death sentence sometimes and if there was anyone that demanded you be afraid of it would be The Kingpin. "I honestly have no idea who that was. If you remember that attack by Dr. Octavius there was an accident and the spare Goblin suits were somehow altered by an experimental gas."

"Yes I remember that, they're calling him Dr. Octopus now if I remember right. He's been spotted a few times lately."

"Yes well…When I saw that news report I went to the vault and all the equipment was gone," he went into the whole story, his suspicions and what he was planning on doing. "I swear to you I had nothing to do with this, I know what you would do to me if you even thought I was betraying you."

"Yes you do, and from what I heard from my sources that does explain why you've been running around like a chicken with its head cut off." He grinned into the phone picturing Norman's surprised expression on the other line.

"You…You spy on me?" Norman was partially relieved that Wilson believed him but also getting extremely angry at the thought of being spied on.

"Of course a man in my position doesn't reach this level or hold onto it by being stupid," he said in a cold tone. But he had other business to talk about, now that this whole Goblin thing was put aside, at least for now because if Norman did have anything at all to do with this, well then he would have to end their partnership…With extreme prejudice.

"Now then as I understand it that facility that was destroyed outside of New York was one of yours. Don't bother to deny it either, you really think anyone could set something like that up and I would not know about it? And that's not a question."

"Now then tell me what do you know about these mutants and I mean everything." Wilson had finally put that strange puzzle together from a few months back. Those Sirens and Spider-Man had to be mutants, they were both most likely linked to that Xavier School as well. He had found out where they were keeping Bullseye but at the moment Fisk wouldn't get him out of prison, well just yet.

He was keeping him there as punishment for failing to deal with children of all things. But it did explain a few of the strange reports, and how they were able to defeat him. He had learned of such people, usually they either wore special suits like those two Shocker and Rhino. Then there were others, left over super soldiers from the cold war that were still out there or descendants of them.

He had heard about experiments on certain people by shadow groups and organizations but now there were also mutants. He listened in on Norman's plan to use mutants as a blueprint to make humans into a type of metahuman, humans with powers and abilities beyond that of normal people, and to sell that technology.

Wilson had to admit it would take black market weapons to a whole new level, selling living weapons. He also thought of the criminal aspect, having certain people under him that like that could be very beneficial for dealing with certain enemies.

"Well Normal I must admit I'm impressed with your ambition and the means you carried them out with. I have a business proposition for you, I can supply you with not only anything you may need, but I'm sure I can find you some new specimens as well. That is if you're still up for it."

Norman was silent a moment before he answered, "How much of a cut are you taking?"

"Half, it's only fair and trust me, I can keep your operations secret if there is anything I know it's how to make sure secrets and bodies stay buried. And trust me Norman I've buried a lot of both in my time."

Norman sighed as he thought about it, it would be a good deal although he didn't like to lose part of the profit. But knowing Fisk he would just take what he wanted over his dead body anyway. "Very well you have a deal."

Fisk grinned and nodded his head, "Very well then, let's set up a meeting later this week to discuss the details. But if you'll excuse me I have a meeting to attend to." He hung up without another word, just a subtle hint of who was the top dog in this little 'joint venture' of theirs.

He didn't have to wait long before his own secretary told him that who he had been waiting for had shown up. He told her to let them in and he sat back as the large double doors opened up. There walking towards him on the marble floor was most likely one of the most attractive woman in the world. Her beauty was like that of a queen, as was how she carried herself.

The woman walk spoke of power, grace and she was a person that got her own way in life. She had shoulder length blonde hair that framed her perfect face with high cheekbones and blue eyes. She was pressed all in white as she sat down. "Mr. Fisk," She nodded her head with a small smile, her voice was cultured and refined.

"Miss Emma Frost," Wilson smiled back and nodded. He had to admit this woman was everything he liked, beautiful, intelligence, powerful and deadly. Most wouldn't see past that part thanks to that mask of beauty she wore but it was there, he could smell it.

"So then I understand you wanted to speak with me, tell me what can Frost Enterprises help you out with?" She asked him with a pleasant smiling mask on her face. Inside she had been wondering about that herself. She tried a little probe with her powers, being a mutant with the ability of telepathy helped but she was surprised. She hid it of course, but his mind was very guarded. She could try and pry it open but any surprise would be lost them.

"I'm afraid it's not your company but you that I needed help with."

"Oh?" Now she was intrigued by this.

"Yes you see I need your help, I know about the Hellfire Club."

Emma laughed, "Of course everyone knows of it, it caters to the wealthiest of people. And let me guess you're on the waiting list and want me to push is along."

"Yes and no," he smiled knowing he surprised her again. He had to admit she was good at hiding it with the exception of one or two tells. "I know what the real Hellfire Club is, I'm talking about the Inner Circle."

He knew he had her full attention now, "That is very dangerous information Mr. Fisk." She said now the mask was gone and her face and voice became deadly cold.

"I know, but I myself am a dangerous man. Now then I'm not one for threats or petty stuff like that. I just want you to deliver to the rest of them that I want in. That's it, no strings attached and if you say no well then that will be the end of things."

Emma regarded him for a moment and then nodded, "Not many people have found out about the true nature of the Club that are not a part of it."

"Well then if I am a member then that won't be a problem will it?" He smiled.

She smiled back, "No it wouldn't," She rose up then and straightened out her clothing, "Well I better get back then, and I'll deliver your words to the rest of the members."

**-Bayville-**

It had been a hectic couple of days, they had all arrived back at the mansion such as it was. There was damage to the building from the battle but they were in the process of fixing the building back up. Everyone was working today doing something to help out. Their human friends however weren't as when their parents had seen them in Washington they had a lot of explaining to do.

There were also some of the rooms that had been damaged, for those that had to share a room now since theirs was too damaged to live in at the moment. There was also the fact that when the army had been there they had gone through all their stuff.

So the first day back had been to clean everything up and trying to get everything back together. When the Army had been there they had also either took their computers or just the hard drives, Xavier told them he would have them replaced but that didn't mean it made them any less angry.

Hank found his lab had been gone through and a lot of his work had been taken. Thankfully he locked up the backups in a fireproof safe that they hadn't found. Although he did lose a lot of work, the Danger Room had been pretty much spared, most likely when they found out what it did they left it alone.

A few people lost some processions in the attack, and everyone was now doubled up with someone else for the time being. Xavier was working on them taking their testing soon so they could complete the school year without repeating.

On the next day most of them were working on fixing up the mansion. They were currently putting up the foundations for the new walls, it would take some time for them to rebuild but everyone was pitching in at least.

The only ones that were taking a break were the younger kids, Spyder and Jamie were playing with Billy Connors at the moment. Since Billy was there they had a no powers thing, unless it was fun. The adults were there as well, Dr. Connors and his wife were giving them their support and offered any help that they could lend.

Connors would also help with them in the school system, having a teacher speak up for his students he hoped would help things out. It was a long day but everyone had some fun at some point, Kurt turned the hose on Kitty and a couple of other girls. Watching them try and capture the blue teleporter had been fun, Bobby up to his usual stuff with pranks livened thing up. Peter threw in a few of his own with some jokes as well to pass the time.

By afternoon everyone was a bit tired but in a better moods at least. When the Connors' had to go Billy said his goodbyes he told them that he'd come over more and if they wanted to he would see if they could have a sleepover at his house at some point. That was perfect for Jamie and Spyder it was nice having another friend around since they were the youngest at this place.

Jamie waved goodbye to Billy and turned to the grey girl next to him, "So I'm going to sneak in a snack, you want something?"

"No I'm good thanks though," She smiled back and he nodded as he left but she just stared after him. She was still uncertain about her feelings about Jamie, he was her best friend but lately she had started to notice how sometimes he got a little uncomfortable when they were close. And he blushed a few times when she had taken his hand.

What was she to do? She never thought of a boy as something more then a friend but Jamie was her first real friend and she didn't want to lose that. On the other hand she did like Jamie she came to realize but was it that kind of liking him?

"Ollie?" She jumped as she turned to see Jean and wondered what she wanted but then she thought about her own thoughts and if the older girl picked up on it. Jean gave her a small smile she had seen how Spyder had been looking at Jamie and thought it was time for a girl to girl talk.

"So you finally saw that he likes you huh?" Jean asked and saw Spyder's surprised look. "I've noticed that myself now and then I just wasn't sure how much he did or if you liked him back."

"Yeah it's just…I don't know what to think…" She sighed to herself.

Jean frowned and then placed a hand on her shoulder to lead her along, "Come one I think it's time you and the others got together." After a few minutes and a few telepathic calls the other girls showed up by a tree that Jean and Spyder were sitting under.

"Hey like what's up?" Kitty said running to them, "And this better be important Jean, you kind of totally picked the wrong moment to sent a telepathic message." She had been sitting with Lance and they had been talking, it had led to a nice kiss but when Jean's voice suddenly popped into her brain it had spoiled the moment.

Jean explained Spyder's problem and there were various reactions, positive of course. "That's so adorable, Spyder has her first crush." Jubilee went into giggles at that.

"So what's the problem? Jamie is a pretty cool kid, I mean there are worse guys out there," Tabitha said as she remembered her own experience with Max and how he had gone to a nice guy, to totally possessive and abusive to her.

Wanda's jaw clenched at that remembering Max as well, she didn't really have anything to say. What did she know about romance? Hell she had never kissed a boy before, when she had been Spyder's age she was locked up in a small room.

"So what are ye goin' tae do?" Rahne asked her, she was only a year older then the two of them and pretty much had no real experience with boys herself. She was kind of shy around them sometimes, at least the ones she liked.

"I have no idea! I mean he's my best friend, can I really consider him more then that?" Spyder exasperated.

Jean sighed nodding her head, "Yeah I think that was one of the problems I had with my feelings for Scott. I didn't want to ruin things between us and I never allowed myself to think of him as something more then that."

"That and ya are stubborn about that actually admitting that too," Rogue muttered.

Jean crossed her arms and looked right at Rogue, "Glass houses Rogue." That made Rogue wince a bit remembering all the trouble she and Peter had. Both of them didn't want to ruin their friendship and it had taken forever for them to admit that they liked each other more then just friends.

"Well let's try to at least narrow this down a bit then," Amara stated looking at the younger girl, "Do you think he's cute at least?"

Spyder actually blushed at that, the normally strong headed and tomboy was actually blushing at that. She didn't know why it was such a big deal but thinking about Jamie, his brown hair, his smile, his face. There was only one thing to say about that, "Y-yeah I think he's cute."

That got a few of the girls smiling at that, and Rahne placed a hand over her mouth to stop some giggles. Jean smiled as she decided to impart some of her own advice, "Well take it from me, sometimes dating your best friend is actually better then some stranger. And this being your first crush maybe it's for the best it's with someone you trust. Trust is a big part of things if you want to really make them work."

That was most likely the reason why she and Duncan never worked out, and besides the fact he was an arrogant jerk. She never really trusted him but with Scott she trusted him with her life. The rest of them started to give her other advice as she talked about it, at the core of it she knew that Jamie was a very important part of her life.

She thought of Peter as like a brother, May as almost like her own aunt, the others were various friends but with Jamie things were different. Her first friend, her first best friend, the boy she hanged out with, the boy that was always there for her, so was it so much of a stretch that he was her first crush?

"Okay so if I do have a crush what do I do about it?" She asked them all.

"Well does he lahke ya back?" Rogue knew how bad it was having a crush on a boy and not having those feelings returned.

"Trust me he does," Jean smiled.

"Okay, always trust the telepath then," Tabitha smirked, "Just get him along and tell him how you feel and see what happens."

Spyder started at her she had been hoping for a lot more then just that, "That's it? That's all you got?"

Tabitha shrugged, "Like you need anymore, well not at your age anyway but go on then. Trust us just go with your gut."

Spyder sighed not sure she could, she could do a lot of things and not show any fear. But telling her best friend that she liked him more then a friend was a lot more scarier then the thought of Logan drilling them into the ground in a Danger Room exercise. She got up and decided to go to her room to think on things. She had been hoping for more help then that, but then she had learned that nothing was ever easy.

"You think she'll do okay?" Rahne asked the others watching her leave. The others looked and each one of them hoped so.

"You know normally she's like totally take charge, it's amazing how a boy and make you feel so doubtful of yourself." Kitty sighed, while a few others nodded.

"Well anyways I hope things work out, they would make such a cute couple," Jubilee laughed making a few others laugh as they started to talk about how cute it would be for the youngest members falling into puppy love. Wanda left at that point, she really didn't want to get into that herself, Tabitha went with her as well.

Normally she would be up for this kind of talk but after Max her views on relationships kind of strained. She was taking a break from it all at least for a bit anyway, she just wanted to have some fun, besides it's not like she needed a boyfriend she could be happy just the way things were.

Both Rogue and Jean went walking off as well, they weren't interested as the other girls and they wanted to get back to the mansion. The two of them were silent as they walked on so Rogue finally broke it, "So…You and Scott huh? Never new ya had it in ya." She smirked as Jean blushed.

They hadn't had the chance to talk about that night with each other with everything going on after all. And Rogue just had to ask it just once while she could.

"It just…well happened. And I could say the same with you and Peter," Jean shot back seeing Rogue's cheek turn a little red as well. "But the others can never know of that night, they would hound us until they knew everything."

"Oh god ah know," Rogue moaned as they got closer and she got a small smile on her face. "But it was worth it."

Jean smiled and nodded as well it had been worth it, and despite everything it was so nice to be back home too.

**NEXT UP CHAPTER 44: EPILOGUE**


	44. Epilogue

**RETURN OF SPIDER-X**

**CHAPTER 44: EPILOGUE**

Jamie was sitting on the ground by a tree just thinking, he was thinking of a lot of things really. A few of the parents were concerned about the school, even his own talked to him asking him if he wanted to stay there. Truth was he felt safe here despite everything, and there were other reasons.

He looked at the watch that allowed him to walk about and not have to worry about his powers activating in crowds. Although that seemed to not be much of an issue anymore, everyone would know he's a mutant. School was tough before and when that picked up again he just knew it would be even harder now.

But he still wanted to stay, this place was just cool and there were others like him as well. Sure some of them treated him like the little kid (which he was), but they were also nice to him at times sometimes seeing him as like the 'little brother' of the mansion. But there was another reason, this reason was a certain girl with grey eyes, skin and hair.

Ollie or as she liked to be called Spyder was the first girl that he thought of that wasn't well…before he never liked girls in that way but now she was in his mind a lot of the time. He wasn't sure what to do with her but thankfully fate was taking that out of his control.

"Hey Jamie you mind if I sit here?" He looked up to see Spyder and he nodded as she sat down. "Jamie, can I ask you something?"

She seemed off to him, normally she was so confident but she seemed uncertain about something. It was odd to see that in her and he was wondering what was bothering her so much. "Is something wrong?"

She bit her lip not sure how to go about it, "Well…I'm not sure. Jamie…Why did you kiss me that time in the X-jet?"

Jamie went pale remembering that, he thought she had been asleep. He was scared now for several reasons and he was also wondering why she hadn't kicked his ass earlier for it. He saw her waiting for an answer and he nervously starched the back of his head, looking at his feet.

"I don't know I mean…I just…"

"Jamie…Do you like me?" She asked softly, he didn't do anything at first but then he nodded. "More then friends? Like…More then friends?" He blushed deep red and nodded slowly. "Jamie look at me."

Reluctantly he did look at her and he didn't see any anger or anything like that. He wasn't sure what he was looking at. His heart was pounding and he was so nervous at the moment but when he looked into her eyes, those grey eyes he found a center to his fear. Jamie figured that if she already new about the kiss he might as well go fro broke.

"Spyder…Ollie…I…I do like you a lot. You're my best friend and well…Lately I can't stop thinking about you. I think you're brave, and fun to be with. And…Well…Really cute."

Both teens blushed again at that and Spyder felt nice that he felt like that. "Well…I think…That you're cute too." She said just as softly neither one could look at the other but Jamie reached over and touched her hand with this. Slowly the two young teens looked up and each other shyly, Jamie smiled a little nervously at her and she returned it.

"So…We like each other then." He stated.

"Yeah looks like it…So…Now what?" She was unsure what to do next and he didn't know either. So she figured maybe it was time to return the favour in a way. She leaned in close and gave him a small kiss on the mouth. It wasn't long just a shy one leaving them both red faced.

"Was that…Okay?" She asked him and it took a moment for him to find his tongue.

"Y-yeah it was, it was nice." He said and she smiled broadly as her hand squeezed his and he did it as well. The two of them were enjoying the moment unaware that someone had been watching. Peter had been sent by his Aunt to get Spyder to help her out and he had seen what was going on.

He had given them their space and he saw the kiss at least, he had to admit it was a cute scene although he wasn't sure how to take it. Spyder was like his little sister but then again Jamie was a good kid. He also never saw this coming either, but after he gave them a few moments longer he decided to step in.

"Hey Spyder there you are," He tried to hide his smile as he saw them jump apart like that. "May wants you to help her out for dinner."

"Oh okay," She stood up and straightened and gave Jamie a last look, "I'll see you later."

He smiled as she ran off and just when he was about to get up Peter was there his arms crossed but a small smile on his face. Jamie wasn't sure what was going on but he suddenly got a bad feeling. "So…You and her huh?" He said to him and Jamie fidgeted under his gaze but he just smiled.

"Don't worry about it I'm going to give you a hard time. Just letting you know that I think you two make a nice couple."

Jamie smiled in relief, "Thanks and I really do like her I wasn't sure she would feel the same."

"Oh trust me most guys go through that believe me. But if you need any help don't be afraid to come to some of us okay? First girlfriends are tough and you're lucky to get it at your age. Some don't get one until later if they're lucky." Peter knew from experience Rogue was his first girlfriend, the first girl he fell in love with, first girl he was intimate with. He hoped they lasted but you can never tell. But he was glad that she was the one he had experienced all of that with.

"But just to clarify don't hurt her Jamie, this is her first relationship and she hasn't had an easy life. You've been very good for her but don't do anything stupid okay?" He said in a more serious tone. Jamie gulped and nodded quickly and Peter let him go after that.

After dinner Peter made his way to his room which was actually Kurt's. Seeing as just his luck his room had been damaged and some of his Spider-Man gear had been ruined. It would take him awhile to fix things up. He didn't have a bed so much as mattress on the floor but he didn't mind. He flopped himself down onto it looking up at the ceiling.

Things sure have changed that was for sure, he thought back to when before he met the X-Men, he had just been doing his thing in New York trying to do good and get by. He remembered the day they met both at that hospital and then when they came looking for him. To telling his Aunt everything, moving in, finding Spyder on the streets, his friendships, and it all started to center on Rogue.

He really did love her he just knew it, she was like him at her core. Someone who was in a lot of pain from their lives, had been so lonely, an outsider, a bit stubborn and yet they clicked. Maybe it was that they understood the other so well.

Then he went to that night in the woods and he sighed deeply, that had been the most perfect night of his life. Just then the door opened and the girl of his dreams (literally and figuratively) stepped in. Rogue smiled seeing him there and closed the door as she went over and laid down next to him.

"Hey there," She said and he smiled back at her.

"Hey yourself pretty lady," He loved the way she gave a small smile when he said things like that to her. He liked seeing her smile, "So Logan is getting ready to put us through all that extra 'training' for the, you know what."

Rogue groaned and rested herself against him holding him close. She knew it was going to come sooner or later. "Oh well…Ya know tha Professor is giving meh my own room after this."

"Really?" Peter perked up at that, they always had to be in his room when they wanted to be alone since Kitty had a nasty way of walking in on them. Not always using the door of course since it was her room as well.

"Yep ah was surprised mahself given, well you know," She blushed at that night together, "Anyway he said that he put meh with Kitty ta help meh start ta open up. He feels that ah can have mah own room now, so that means ah actually got some privacy for once."

"So you got your own room to listen to your music, do your own studying or say…Having gentlemen callers at night?" He grinned at her and she gave a small laugh slapping his chest lightly.

"Yeah right, we got ta beh careful though. Havin' ya or meh coming out of the others room in the mornin' will get people wondering."

Peter only grinned at her, "Hey unlike Jean and Scott you got a boyfriend that can climb to walls. And since the summer is practically on us, having those French doors opened up for the night is perfectly reasonable."

Rogue hadn't thought of that and she had to admit the thought of Peter sneaking into her room for them to be together some nights under the noses of everyone was kind of exciting. She looked at him smiling, "Ya know you really are very smart."

"Why thank you."

"Despite how ya dress in a red and blue costume." She smirked.

"Hey it's a uniform not a costume and what's wrong with red and blue?" Peter said faking being hurt. "And what would you prefer? All black and scary looking?"

She smirked at him, "Why not, ya look good in that Spider-X uniform. And that is a uniform, what you wear at night is a costume."

"Oh that's it!" He pinned her as he started to tickle her, he had found out awhile back she was actually quite ticklish. Especially on her sides as she started laughing her ass off trying to fight him off, Peter liked hearing her laugh he had a very nice one. "Are you ready to apologise?"

"Nevah!"

"Suit yourself," Peter continued on, she was laughing so hard she was near tears. She managed to get a leg around and flipped them so she was now on stop straddling him. "Oh crap." Peter muttered as he saw the vengeful look in her eyes.

Just then Kurt teleported in and grabbed a spare shirt as he was going out to meet Amanda, then saw the two of them on there. All three looked at each other and Rogue and Peter noticed how they must look. "Uh…We can explain?" Peter offered him.

Kurt put a hand over his eyes, "I don't vant to know, in fact I vas never here and I never saw any of zhis." He was about to port out when he took one last look at Peter, "But I do vant to talk to you about you and mien sister."

He disappeared in blue smoke and Peter's head fell back, "Great just great. Like I need another long talk, but at least he doesn't know just how far we've gone. I'm really not in the mood to dodge a teleporter all over the mansion as he tries to kill me."

"Yeah well Jean and ah still have to get birth control tomorrow so deal with it. And you're going ta get some condoms too like we said we would to the adults."

"Joy," Peter muttered not looking forward to that.

She leaned down and kissed him, "You're cute when y'all are brooding."

**-A Week Later-**

It had been a long week for everyone and things hadn't been as easy as you'd think. Sure it was great being back home but it was stressful given that now their secret was out mostly everyone in the town weren't exactly thrilled seeing them. Thankfully their friends have only been grounded for about a week.

Paul and Taryn were already there helping out with the rebuilding. Paul was with Scott and Logan helping to install a new dish on the roof. "So how pissed were your parents?" Scott asked as they were holding the dish while Logan secured it.

"Pretty pissed, thank god in their day they used to be hippie protesters," Paul laughed.

"You're kidding?"

"I wish," Paul shook his head, "Trust me I've seen the pictures. But leaving like I did they did ground me and I'm still in trouble. I just had to explain a lot of things to them, they're still on the fence about Mutants but I think with time they'll get over it."

"That's good to hear at least." Scott sighed at hearing that he was hoping something like that would happen. They would need all the support they could get at the moment. After they placed on the dish they took a break. Some of the walls had been build by now, at least on the first floor, the second floor was still exposed to the elements but they put on plastic sheets to keep out rain and stuff.

Inside Jean was with Taryn and Amanda as they were fixing up the inside of the living room. It was the first room that was nearly fully repaired, it just needed some windows so they were painting the walls. All three of them were in older clothes and covered a bit in paint.

Jean wiped her brow careful to check to see she had no pain on the sleeve. She put down the roller in her hand and the one floating up there in the air with her powers. Taryn shook her head seeing that, "I swear to god I'm not sure I'll ever get totally used to seeing you do stuff like that."

"Try having a boyfriend with a tail and blue fur," Amanda laughed taking a small break. The room was totally empty there wasn't even any carpeting so they didn't have to put white sheets down. "So I'm just glad my parents calmed down, even after I explained how I had to help out Kurt, which by the way I had to explain a lot of things to them, I still got grounded. But I can understand that."

"At least your parents didn't cut up your credit cards," Taryn sighed as her parents had done that for extra punishment and had taken her phone privileges until further notice. At least she finally managed to get out of the house even if her curfew was now nine PM for the rest of the month. Her parents didn't like the idea of her hanging out with mutants, but then she told them how they had gotten along with Jean.

That had gone into an argument, she wasn't sure if her parents would like mutants, maybe tolerate them but she wasn't sure if Jean would ever be welcomed in her house again. Oh well at least she could visit Jean still.

"So Amanda you're parents are handling Kurt well?" Jean asked trying to get the topic to something else.

Amanda sighed, "Well…They want to get to know him more, which by the way is making Kurt really nervous. We can only hope that given that my parents are giving him a chance that they'll at least like him."

Taryn felt a bit bad if her parents didn't approve of Kurt, but then she was looking at Jean and there was something that she had to ask her. "Jean there is something that's been bugging me. What's up with you and Scott?"

Jean froze wondering what she was referring to, so her friend placed her hands on her hips, "Don't you dare pull the 'I have no idea what you're talking about' face on me. I've known for years and I don't have to be a telepath to see that. You've two have been acting a lot closer then normal, giving each other loving caresses when you think no one is looking, and talking without saying anything and a lot of other things."

Amanda was really curious now, she hadn't noticed any of this but then any good gossip was good to hear. Jean of course tried to deny things but Taryn was having nothing of it and kept on pushing. "Come on Jean what's going on? I mean we normally share stuff like this, it's not like he proposed or anything right?"

"Proposed? Are you nuts we're still in high school," Jean had no idea why she would pick that.

"Well what? You slept with him? Carrying his love child? Had some sore of deep spiritual…Why are you blushing so hard?" Taryn asked as Jean started blushing her hair color at the first guess. Taryn looked and then her eyes widened, "Oh god, please tell me it was the first and not the second one."

"What, are you serious?" Amanda gasped surprised.

Jean winced and looked around and did a quick mental scan. "Okay please I'll tell you everything but you can't tell anyone, not even Kurt, Amanda." Jean said seriously and Amanda bit her lip but nodded. She hated to keep things from Kurt but promised, so then Jean told them all about it. She even slipped that she and Scott weren't the only ones caught that night.

By the end of it Taryn was grinning and Amanda looked like she was nearly floored, "Oh god there is no way I'm telling Kurt any of that especially about his sister." Amanda said knowing full well what Kurt's reaction would be after the shock wore off that is.

"Wow I never knew you had it in you," Taryn giggled, "So…What's he like?"

"Taryn!"

"What Jean? Come on you know I used to have a crush on him, least you can do is tell me what I missed out on. What are best friends for?"

Jean sighed and buried her face into her hands wondering if it had been wise to give her this kind of information.

In the labs Peter had been helping McCoy and Kitty to get the computer up and running. Hank went to the medical area to install all the medical files onto the computers again. They were just finishing with the final parts of setting the computers up. Both of them sat on chairs as they were taking a break. "God this is like only half of the computers we just finished up. Couldn't those military guys at least just leave the hard drives? I mean putting in new ones and setting them all up is just so tedious."

"Oh yeah and of course we had to be the big computer geeks on campus," Peter stretched out.

They heard the door open and saw Lance walk in with a tray with some snacks and drinks. He looked at Kitty and her face brightened up a bit at the sight of him, "Hey figured you guys were getting tired and needed a snack."

"Aw that is like so sweat." Kitty said smiling at him.

Peter took a can and gave his funniest (and lamest) version of the swooning heroine, "My hero."

Lance scowled at the joke, "Dude you're not my type and I only got the idea to feed Kitty, you were an after thought man," He grinned it was mostly for Kitty but he figured Peter could use a bit of a drink and snack as well.

Peter shrugged it off, "Hey as long as I get a drink and chips I'm not complaining."

Lance looked at the computers, "So how long are you two going to be at this? I mean I was thinking of taking you out tonight to that old drive in." He asked his girlfriend.

Kitty shrugged, "Well this is going to take us a few more days…But I like don't see why I can't take a night off. Staring at these screens all day are making my eyes hurt."

Lance nodded and kissed her head, "So Peter what are you going to do? They're starting to talk about Spider-Man and that 'mysterious' mutant on the team with the spider powers."

Peter groaned, "Yeah and Xavier is trying to keep the press back. I swear there are still a few news vans out there." The first week of being back home they were plagued by reporters trying to get the inside story. And he saw a few news stations already asking the questions he was worried about.

Xavier was planning on making a press conference soon just so they would be able to put a decent spin on things. So far Peter had a few options, quit Spider-Man which wasn't an option so that was gone. Come out as Spider-Man but he wasn't sure that would be a good idea, not being affiliated with anyone meant he could operate outside of the normal rules.

Then there was the current option he was thinking about, it was risky and it may not work. He was already making a few things for this in preparation. He had already talked this through with the Professor. Thankfully he agreed to at least try this out, since he felt that Peter being exposed as Spider-Man may not be for the best as well. So now he hoped he could get his few surprises in store for the big day.

"Well guys I've had a week to think about this…I think I got an idea but I'm not really sure it will work. But if it does then I don't have to worry about any of that, and I can just worry about people thinking that I'm a 'mutant' is all."

"What is it?" Kitty asked him.

Peter just grinned, "Now where is the surprise in that?"

"Oh come on you're not like going to tell us?"

"Nope sorry but you guys need to act surprised but trust me it should be very interesting," He smirked at her as both Lance and Kitty shared a look wondering what was going to happen.

**-Elsewhere-**

In a secret lab being fixed up to their specifications worked Professor Miles Warren and Nathan Essex. Miles was currently working on his new devices, large tubes that would be used to house their new experiment. Essex had to admit he was excited at the prospect of what they could do with that technology.

Only that even though Miles had a brilliant mind it was one tracked onto his near obsession with cloning. There was more that could be done with his technology he was sure of it but not just yet. Essex went to check on the genetic specimens that they had, the blood and tissue samples of those they had captured.

But two of them caught his attention the most, first up was Jean Grey. Her DNA was very special because of all the potential it held, not only that he had been comparing it to other DNA samples in his more private collection that the others didn't know about. He was amazed at how her DNA was so compatible with one of his earlier subjects. In fact the irony of who she was compatible was something that even he couldn't have predicted.

Then there was Mr. Parker, he knew of other people who had gotten powers through either accidents or experimentation but his DNA was a perfect blending so far. And he wasn't sure but it seemed that his DNA was still in an evolutionary state. It would be very interesting to see how it would develop.

After looking after the samples he retired to his personal room. He threw his lab coat aside and locked his door. It was a large office room with no windows but that didn't bother him. He preferred to work like this. There was a bed in a corner but he didn't really need to use it, not for someone like himself.

He went over to a wall and pressed his hand to it, there was a sliding panel that opened up showing a small closet room with a very advance computer set up. He grinned if only Osborn knew of the kind of man he hired, he bet that fool never thought that Essex was more then he appeared to be. He checked with his system that was hooked up to his private information net that he had spent decades building up.

So far his few side projects were working well and he had one message. "Ah so he's calling in, I wonder what he wants."

His form changed as he brought up a live video link, his face paled into ghost white, his eyes turned glowing red, as a black bodysuit covered his form and his teeth became nice and sharp. This was his true form, as he liked to call himself Sinister while in this form.

On the screen after a few moments came the image of Magneto, "Ah Magnus so good so see you again. Sorry to say it looks like your little war has been shut down before it started." He grinned knowing that Magneto's plans to start a full scale war with how Congress had dealt with things, after the X-Men took down the Juggernaut.

He didn't looked fazed at all by his words, "It's merely postponed the nature of humanity will see to that. But I'm calling you because of that machine you helped to design."

"Ah yes the one using the crystals to enhance humans into something else. I must admit it's one of my greatest designs. Is there a problem with it?"

"Only that I can only use it to make humans into mutants one at a time. Have you any luck with making it work on a large scale?"

Sinister had been thinking about it but he couldn't think of a way around the problem of it basically killing everyone in the area. All the power it would need to reach a large area would be massive, and then all that power going out over a city? Well only the strong would survive and that wouldn't be many. "Unfortunately I think you'll have to keep it as it is. Although I have thought of a new program to help turn more mundane mutants into a bit more powerful if that's any help."

Magneto thought about it, "That may prove useful. Send me the data and I'll take it from there."

"Of course and I expect my usual payment as well." He grinned evilly at the man with the helmet and Magneto scowled and nodded. Sinister did get paid a nice sum into several accounts but also he wanted new genetic material for his experiments, which had to have the name and location of that mutant, since you never know when he may want to have that mutant personally.

The image died as Magneto hung up and Sinister changed his form just in case and closed up the secret wall. He had a lot of work ahead and he was excited to get started. He looked at the folder for the purpose of their first project here.

To think they would start their cloning experiments soon, he was eager to see how they did. Of course a few trail runs would be needed to perfect the process but that was what good science was about. Now all what was left was who to start cloning first? There were several good choices and he couldn't wait to pick one and get to work.

**THE END**

**Well that's it folks another story gone, well I'm off to the military so it may take me twenty weeks before I start to write like I used to. But I need the break but I plan on being back and you can bet that one day I'll get the next story 'SpiderX: Evolutions' up when I can.  
**


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